[Form 4/A] TripAdvisor, Inc. Amended Insider Trading Activity

Rhea-AI Filing Summary

TripAdvisor Form 4/A summary

Multiple Certares-related entities and two individuals filed an amended Form 4 reporting changes in beneficial ownership of TripAdvisor, Inc. (TRIP). The amendment corrects the identification of reporting persons and the number of shares beneficially owned, adding an omitted 2,822 shares. It reports a grant of 19,171 RSUs to Michael Gregory O'Hara tied to his election to the board on 06/18/2025; those RSUs vest in full on 06/18/2026. The filing shows a reported disposition of 4,751,818 common shares and indicates Certares LTRIP LLC holds 77,374 shares after the reported acquisition. The earliest transaction date is 06/18/2025 and the Form 4 was amended on 06/20/2025.

Insights

Financial Analyst

TL;DR: Routine insider reporting with an RSU grant to a new director and a large reported disposition; amendment fixes prior administrative errors.

The filing documents a standard director equity grant (19,171 RSUs vesting one year after board election) and discloses a substantial reported disposition of 4,751,818 shares by the reporting group. The amendment corrects reporting-person identification and adds 2,822 omitted shares, which suggests prior administrative misstatement rather than new corporate action. For investors, the RSU grant is typical compensation for board service; the large disposition reported by the group is material in size and merits attention to confirm whether shares were sold by the group or reallocated among related entities.

Corporate Governance Expert

TL;DR: Governance disclosure improved by filing amendment; multiple related entities clarify indirect ownership and disclaimers.

The amendment expands the list of reporting persons to include several Certares-related entities and clarifies the ownership chain and disclaimers of beneficial ownership. The filing states that Mr. O'Hara holds RSUs for the benefit of Certares and that various Certares entities have indirect interests. The explicit disclaimers and corrected ownership counts align with Section 16 reporting obligations; the administrative omission of 2,822 shares was corrected, which restores compliance but signals the need for tighter reporting controls.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Certares LTRIP LLC

(Last) (First) (Middle)

C/O CERTARES MANAGEMENT LLC,

350 MADISON AVENUE, 8TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TripAdvisor, Inc. [ TRIP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/20/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/18/2025		A		19,171	A	$0	77,374	I	See Footnotes(1)(2)(3)
Common Stock								4,751,818	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Certares LTRIP LLC

(Last) (First) (Middle)

C/O CERTARES MANAGEMENT LLC,

350 MADISON AVENUE, 8TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Certares Holdings LLC

(Last) (First) (Middle)

C/O CERTARES MANAGEMENT LLC

350 MADISON AVENUE, 8TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Certares Holdings (Blockable) LLC

(Last) (First) (Middle)

C/O CERTARES MANAGEMENT LLC

350 MADISON AVENUE, 8TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Certares Holdings (Optional) LLC

(Last) (First) (Middle)

C/O CERTARES MANAGEMENT LLC

350 MADISON AVENUE, 8TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Certares Management LLC

(Last) (First) (Middle)

350 MADISON AVENUE, 8TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Clementine Investments LLC

(Last) (First) (Middle)

C/O CERTARES MANAGEMENT LLC

350 MADISON AVENUE, 8TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pemrose Corp

(Last) (First) (Middle)

C/O CERTARES MANAGEMENT LLC

350 MADISON AVENUE, 8TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

OHara Michael Gregory

(Last) (First) (Middle)

C/O CERTARES MANAGEMENT LLC

350 MADISON AVENUE, 8TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FARMER COLIN MICHAEL

(Last) (First) (Middle)

C/O CERTARES MANAGEMENT LLC

350 MADISON AVENUE, 8TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents securities granted under Tripadvisor, Inc. stock and annual incentive plan to Mr. O'Hara in connection to his election to the Board of Directors on June 18, 2025. Such RSUs vest in full on June 18, 2026. Mr. O'Hara is an employee of Certares Management LLC or one of its affiliates. Pursuant to policies of Certares Management LLC and its affiliates (collectively, "Certares"), Mr. O'Hara holds such securities for the benefit of Certares, including one or more of the Reporting Persons.

2. Reflects shares of Common Stock held directly by Certares LTRIP LLC. Certares Holdings LLC, Certares Holdings (Blockable) LLC and Certares Holdings (Optional) LLC are members of Certares LTRIP LLC. Certares Management LLC is the manager of each of Certares LTRIP LLC, Certares Holdings LLC, Certares Holdings (Blockable) LLC and Certares Holdings (Optional) LLC. Certares Management LLC is controlled by Clementine Investments LLC, an entity controlled by M. Gregory O'Hara, and Pemrose Corporation, an entity wholly-owned by Colin Farmer. Mr. O'Hara serves as a director of the Issuer and each of the Reporting Persons may be deemed to be a director by deputization of the Issuer.

3. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a) (4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. The original Form 4, filed on June 20, 2025, is being amended by this Form 4 amendment to correct both the identification of reporting persons and the number of shares beneficially owned. The original filing listed only Greg O'Hara as the reporting person; this amendment now includes certain beneficial owners with an indirect ownership interest. Additionally, the Amount of Securities Beneficially Owned has been revised to include an additional 2,822 shares which were previously disclosed but inadvertently omitted from the original Form 4. The omissions in the prior filing were due to administrative error.

	CERTARES LTRIP LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact	05/01/2025
	CERTARES HOLDINGS LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact	05/01/2025
	CERTARES HOLDINGS (BLOCKABLE) LLC, By: Linda C. Frazier as Attorney-in-Fact	05/01/2025
	CERTARES HOLDINGS (OPTIONAL) LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact	05/01/2025
	CERTARES MANAGEMENT LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact	05/01/2025
	CLEMENTINE INVESTMENTS LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact	05/01/2025
	PEMROSE CORPORATION, By: /s/ Linda C. Frazier as Attorney-in-Fact	05/01/2025
	MICHAEL GREGORY O'HARA, By: /s/ Linda C. Frazier as Attorney-in-Fact	05/01/2025
	COLIN M. FARMER, By: /s/ Linda C. Frazier as Attorney-in-Fact	05/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the TripAdvisor (TRIP) Form 4/A disclose about director compensation?

The filing discloses a grant of 19,171 RSUs to Michael Gregory O'Hara in connection with his election to the board on 06/18/2025; these RSUs vest in full on 06/18/2026.

Why was the Form 4 for TRIP amended on 06/20/2025?

The amendment corrects the identification of reporting persons, revises the number of shares beneficially owned to include an additional 2,822 shares, and fixes administrative errors in the original filing.

How many shares does Certares LTRIP LLC report owning after the transaction?

The filing shows Certares LTRIP LLC holds 77,374 shares following the reported acquisition.

Does the filing report any share dispositions?

Yes, the Form 4/A reports a disposition of 4,751,818 common shares by the reporting group.

Who signed the amended Form 4?

The filings are signed by Linda C. Frazier as Attorney-in-Fact on behalf of the listed Certares entities and individuals, with signature dates shown as 05/01/2025.