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* Watson Noel Bertram (Last) (First) (Middle) C/O TRIPADVISOR, INC. 400 1ST AVENUE (Street) NEEDHAM MA 02494 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/29/2016	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) Chief Accounting Officer	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)

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
Stock Option (Right to Buy)	02/15/2013(1)	05/04/2022	Common Stock	6,250	40.2	D
Stock Option (Right to Buy)	02/15/2014(2)	02/27/2023	Common Stock	7,247	45.27	D
Stock Option (Right to Buy)	02/15/2015(3)	02/21/2024	Common Stock	3,348	96.92	D
Stock Option (Right to Buy)	02/15/2016(4)	02/26/2025	Common Stock	1,907	89.86	D
Restricted Stock Units	(5)	(5)	Common Stock	1,143	0	D
Restricted Stock Units	(6)	(6)	Common Stock	992	0	D
Restricted Stock Units	(7)	(7)	Common Stock	1,314	0	D
Restricted Stock Units	(8)	(8)	Common Stock	4,099	0	D

Explanation of Responses:

1. All of such options are currently exercisable.

2. Of such options, 3,832 are currently exercisable and 3,415 become exercisable on February 15, 2017.

3. Of such options, 1,674 are currently exercisable and 837 become exercisable on each of February 15, 2017 and February 15, 2018.

4. Of such options, 477 are currently exercisable and 477 will become exercisable on each of February 15, 2017 and February 15, 2018, and the remaining 476 will become exercisable on February 15, 2019.

5. The restricted stock units, or RSUs, will vest on February 15, 2017. Shares will be delivered on a one-for-one basis.

6. Of such RSUs, 496 will vest on each of February 15, 2017 and February 15, 2018. Shares will be delivered on a one-for-one basis.

7. Of such RSUs, 438 vest on each of February 15, 2017, February 15, 2018 and February 15, 2019. Shares will be delivered on a one-for-one basis.

8. Of such RSUs, 2,049 will best on October 31, 2016, 1,024 will vest on October 31, 2017 and 1,026 will vest on October 31, 2018. Shares will be delivered on a one-for-one basis.

	/s/ Linda C. Frazier, attorney in fact	03/10/2016
	** 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.
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Exhibit 24

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints
Seth Kalvert and Linda C. Frazier with full power
of substitution, 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?),
from time to time the following U.S. Securities
and Exchange Commission (?SEC?) forms: (i) Form ID,
including any attached documents,
to effect the assignment of codes to
the undersigned to be used in the
transmission of information to the
SEC using the EDGAR System; (ii) Form 3,
 Initial Statement of Beneficial Ownership
of Securities, including any attached documents;
 (iii) Form 4, Statement of Changes in Beneficial
 Ownership of Securities, including any attached documents;
 (iv) Form 5, Annual Statement of Beneficial Ownership of
 Securities in accordance with Section 16(a) of the
 Securities Exchange Act of 1934, as amended, and the
 rules thereunder, including any attached documents;
 (v) Schedule 13D and (vi) amendments of each thereof,
 in accordance with the Securities Exchange Act of 1934,
 as amended, and the rules thereunder, including any
 attached documents;

(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, or Schedule 13D or any
 amendment(s) thereto, and timely file such form(s)
 with the SEC and any securities exchange, national
 association 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 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
 attorney-in-fact, in serving in such capacity
 at the request of the undersigned, is not
 assuming, nor is the Company assuming, any
 of the undersigned?s responsibilities to
 comply with Section 16 or Regulation 13D-G
of the Securities Exchange Act of 1934,
 as amended.  The undersigned hereby agrees
to indemnify the attorney in fact and the
 Company from and against any demand, damage,
 loss, cost or expense arising from any false
 or misleading information provided by the
 undersigned to the attorney-in-fact.

	This Power of Attorney shall remain in full
 force and effect until the undersigned is no longer
 required to file such forms with respect to the
 undersigned?s holdings of and transactions in
 securities issued by the Company, unless earlier
 revoked by the undersigned in a signed writing
 delivered to the foregoing attorney-in-fact.

	IN WITNESS WHEREOF, the undersigned has
 caused this Power of Attorney to be executed as of
 March 4, 2016.
			/s/ Noel B. Watson
			Name: Noel B. Watson
		        Title:Chief Accounting Officer