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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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1. Name and Address of Reporting Person*
Halpin Dermot
(Last) (First) (Middle)
C/O TRIPADVISOR, INC.
141 NEEDHAM STREET
(Street)
NEWTON MA 02464
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2015 		3. Issuer Name and Ticker or Trading Symbol
TripAdvisor, Inc. [ TRIP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, Vacation Rentals
 5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, Par Value $.001 Per Share 2,360 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units 02/15/2015(1) (2) Common Stock 3,215 0 D
Restricted Stock Units 02/17/2017(3) (4) Common Stock 3,869 0 D
Stock Option (Right to Buy) 02/15/2015(5) 11/30/2018 Common Stock 47,190 29.48 D
Stock Option (Right to Buy) 02/15/2015(6) 02/27/2020 Common Stock 66,667 45.27 D
Stock Option (Right to Buy) 02/15/2015(7) 02/27/2020 Common Stock 33,333 45.27 D
Stock Option (Right to Buy) 02/15/2015(8) 02/27/2023 Common Stock 19,213 45.27 D
Stock Option (Right to Buy) 02/15/2015(9) 02/21/2024 Common Stock 7,973 96.92 D
Explanation of Responses:
1. Of such RSUs, 1,072 vest on February 15, 2016 and 1,071 vest on February 15, 2017.
2. Shares will be issued shortly after vesting.
3. Of such RSUs, 967 vest on each of February 15, 2016, February 15, 2017 and February 15, 2018.
4. Shares will be issued shortly following vesting.
5. Of such options, 23,595 are currently exercisable and 23,595 become exercisable on November 29, 2015.
6. All of such options become exercisable on February 1, 2016.
7. All of such options are currently exercisable.
8. Of such options, 6,405 are currently exercisable, and 6,404 become exercisable on each of February 15, 2016 and February 15, 2017.
9. Of such options, 1,994 are currently exercisable and 1,993 become exercisable on each of February 15, 2016, February 15, 2017 and February 15, 2018.
/s/ Linda C. Frazier, attorney in fact 02/17/2015
** 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 5 (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.
Dermot Halpin POA

EXHIBIT 24

Tripadvisor, Inc.

Power of Attorney
for Executing Forms 3, 4 and 5

Know all men by these presents, that the undersigned, director or officer, or both, of Tripadvisor, Inc., hereby constitutes and appoints each of Linda C. Frazier, signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Tripadvisor, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities of Tripadvisor, Inc. unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 11th day of February, 2015
/s/ Dermot Halpin
Dermot Halpin