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
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person*
| C/O CERTARES MANAGEMENT LLC |
| 350 MADISON AVENUE, 8TH FLOOR |
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
03/27/2020
|
3. Issuer Name and Ticker or Trading Symbol
TripAdvisor, Inc.
[ TRIP ]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
5. If Amendment, Date of Original Filed
(Month/Day/Year)
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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 Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
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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
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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 |
1. Name and Address of Reporting Person*
| C/O CERTARES MANAGEMENT LLC |
| 350 MADISON AVENUE, 8TH FLOOR |
(Street)
|
1. Name and Address of Reporting Person*
| C/O CERTARES MANAGEMENT LLC |
| 350 MADISON AVENUE, 8TH FLOOR |
(Street)
|
1. Name and Address of Reporting Person*
| C/O CERTARES MANAGEMENT LLC |
| 350 MADISON AVENUE, 8TH FLOOR |
(Street)
|
1. Name and Address of Reporting Person*
| C/O CERTARES MANAGEMENT LLC |
| 350 MADISON AVENUE, 8TH FLOOR |
(Street)
|
1. Name and Address of Reporting Person*
| C/O CERTARES MANAGEMENT LLC |
| 350 MADISON AVENUE, 8TH FLOOR |
(Street)
|
1. Name and Address of Reporting Person*
| 350 MADISON AVENUE, 8TH FLOOR |
|
(Street)
|
1. Name and Address of Reporting Person*
| C/O CERTARES MANAGEMENT LLC |
| 350 MADISON AVENUE, 8TH FLOOR |
(Street)
|
1. Name and Address of Reporting Person*
| C/O CERTARES MANAGEMENT LLC |
| 350 MADISON AVENUE, 8TH FLOOR |
(Street)
|
1. Name and Address of Reporting Person*
| C/O CERTARES MANAGEMENT LLC |
| 350 MADISON AVENUE, 8TH FLOOR |
(Street)
|
| Explanation of Responses: |
| Remarks: |
|
| No securities are beneficially owned. |
|
/s/ Linda C. Frazier as Attorney-in-Fact for CERTARES LTRIP LLC |
03/31/2020 |
|
/s/ Linda C. Frazier as Attorney-in-Fact for CERTARES HOLDINGS LLC |
03/31/2020 |
|
/s/ Linda C. Frazier as Attorney-in-Fact for CERTARES HOLDINGS (BLOCKABLE) LLC |
03/31/2020 |
|
/s/ Linda C. Frazier as Attorney-in-Fact for CERTARES HOLDINGS (OPTIONAL) LLC |
03/31/2020 |
|
/s/ Linda C. Frazier as Attorney-in-Fact for CERTARES MANAGEMENT LLC |
03/31/2020 |
|
/s/ Linda C. Frazier as Attorney-in-Fact for CLEMENTINE INVESTMENTS LLC |
03/31/2020 |
|
/s/ Linda C. Frazier as Attorney-in-Fact for PEMROSE CORPORATION |
03/31/2020 |
|
/s/ Linda C. Frazier as Attorney-in-Fact for MICHAEL GREGORY O'HARA |
03/31/2020 |
|
/s/ Linda C. Frazier as Attorney-in-Fact for COLIN M. FARMER |
03/31/2020 |
|
** 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. |
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;
and (v) 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 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 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 25, 2020.
/s/ M. Gregory O'Hara
-------------------------------------------
M. Gregory O'Hara
/s/ M. Gregory O'Hara
-------------------------------------------
Certares Holdings LLC
By: Certares Management LLC
By: M. Gregory O'Hara
Title: Founder and Senior Managing Director
/s/ M. Gregory O'Hara
-------------------------------------------
Certares Holdings (Blockable) LLC
By: Certares Management LLC
By: M. Gregory O'Hara
Title: Founder and Senior Managing Director
/s/ M. Gregory O'Hara
-------------------------------------------
Certares Holdings (Optional) LLC
By: Certares Management LLC
By: M. Gregory O'Hara
Title: Founder and Senior Managing Director
/s/ M. Gregory O'Hara
-------------------------------------------
Certares LTRIP LLC
By: Certares Management LLC
By: M. Gregory O'Hara
Title: Founder and Senior Managing Director
/s/ M. Gregory O'Hara
-------------------------------------------
Certares Management LLC
By: M. Gregory O'Hara
Title: Founder and Senior Managing Director
/s/ M. Gregory O'Hara
-------------------------------------------
Clementine Investments LLC
By: M. Gregory O'Hara
Title: Managing Member
/s/ Colin Farmer
-------------------------------------------
Colin Farmer
/s/ Colin Farmer
-------------------------------------------
Pemrose Corporation
By: Colin Farmer
Title: President
