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).

1. Name and Address of Reporting Person* Kaufer Stephen (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) X Director 10% Owner X Officer (give title below) Other (specify below) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 11/28/2017
	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

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
Stock Option (Right to Buy)	$34.71	11/28/2017		A		780,000		08/01/2021(1)	11/28/2027	Common Stock	780,000	$34.71	780,000	D
Restricted Stock Units	$0	11/28/2017		A		426,000		08/01/2021(2)	08/01/2022	Common Stock	426,000	$0	426,000	D
Restricted Stock Units	$0	11/28/2017		A		266,250		12/31/2018(3)	12/31/2021	Common Stock	266,250	$0	266,250	D
Restricted Stock Units	$0	11/28/2017		A		266,250		12/31/2020(4)	12/31/2020	Common Stock	266,250	$0	266,250	D

Explanation of Responses:

1. The options vest and become exercisable in two equal annual installments on each of August 1, 2021 and August 1, 2022.

2. The Restricted Stock Units ("RSUs") vest and settle in two equal annual installments on each of August 1, 2021 and August 1, 2022.

3. One quarter of the RSUs may vest and settle annually based on actual performance relative to the targets established for each of the four fiscal years ending December 31, 2018; December 31, 2019; December 31, 2020 and December 31, 2021. Although the actual performance metrics, targets and weightings have not yet been established, it is currently contemplated that the performance metrics will be based on one-year financial and/or strategic goals to be established each year.

4. Up to a maximum of 266,250 RSUs will vest and settle based on the extent to which the Issuer's relative total shareholder return ("TSR") equals or exceeds the TSR of the Nasdaq Composite Total Return Index during the performance period beginning January 1, 2018 and ending December 31, 2020.

	/s/ Linda C. Frazier, attorney in fact	11/30/2017
	** 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).
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