[Form 4] TripAdvisor, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Filing type: Schedule 13G/A (Amendment No. 1) for Ikena Oncology (IKNA). The filing discloses that Deep Track Capital, LP, its Cayman-based Deep Track Biotechnology Master Fund, Ltd., and Managing Member David Kroin have reduced their beneficial ownership to 0 shares, or 0.00 % of IKNA’s 48.26 million outstanding shares as of 28 Jul 2025.

The reporting persons now report no sole or shared voting or dispositive power over IKNA common stock and affirm ownership of “5 percent or less” under Item 5. All three entities certify that the securities were not acquired to influence control of the issuer. Signatures are dated 4 Aug 2025.

Key takeaway: A previous >5 % holder has fully exited its position, removing a concentrated biotech-focused shareholder from IKNA’s registry. While the filing is purely informational and contains no financial performance data, it signals a complete divestiture by an institutional investor.

Positive

• Cap-table simplification: Departure of a >5 % holder reduces ownership concentration and potential control dynamics.

Negative

• Institutional divestiture: Deep Track Capital’s complete exit may signal diminished confidence and could have created selling pressure.

Insights

Biotechnology Portfolio Manager

TL;DR Complete exit by Deep Track removes a specialist holder; sentiment skewed negative but no direct financial impact.

Deep Track Capital previously accumulated >5 % of IKNA, a small-cap oncology developer. Their reduction to 0 % indicates a full liquidation. For thinly traded biotech names, such selling can pressure shares and lessen perceived smart-money sponsorship. However, because the ownership is already gone, the filing is backward-looking—any price effect likely occurred before 28 Jul 2025. No governance or financing covenants are triggered, so fundamental valuation remains unchanged. I view the disclosure as moderately negative sentiment with limited ongoing impact.

Corporate Governance Analyst

TL;DR Governance neutral; exit eliminates potential control group, simplifies cap table.

From a governance lens, the exit reduces concentration risk and potential related-party influences. The signatories certify a passive stance and no intent to influence control. While some investors view loss of an informed biotech fund as negative, dispersion of ownership can enhance minority shareholder alignment. Overall impact on governance structure is neutral to mildly positive.

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^*

Noonan Michael

(Last) (First) (Middle)

C/O TRIPADVISOR, INC.

400 1ST AVENUE

(Street)

NEEDHAM MA 02494

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

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

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

X	Form filed by One Reporting Person
	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	07/31/2025		M		2,425	A	$17.56	69,172	D
Common Stock	07/31/2025		F		1,173	D	$17.56	67,999	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
Restricted Stock Units	$0	07/31/2025		M			2,425	10/31/2023	10/31/2026	Common Stock	2,425	$0	12,128	D

Explanation of Responses:

	/s/ Linda C. Frazier, attorney in fact	08/01/2025
	** 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

Why did Deep Track Capital file a Schedule 13G/A for IKNA?

The amendment discloses that Deep Track and affiliates have reduced their IKNA holdings to 0 shares (0 %), triggering the “5 % or less” disclosure requirement.

How many IKNA shares does Deep Track Capital now own?

As of 28 Jul 2025, they report 0 shares with no voting or dispositive power.

What percentage of IKNA’s outstanding shares does this represent?

0.00 % of the 48,258,111 shares reported outstanding in the company’s 24 Jul 2025 10-Q.

Does the filing indicate plans to influence IKNA’s control?

No. The certification states the securities were not acquired to influence control and the parties are passive investors.

Is this divestiture positive or negative for IKNA investors?

Market reaction varies; losing a specialist biotech holder can be viewed as negative sentiment, but it also reduces ownership concentration.