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SEC FORM 4 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
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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*
Watson Noel Bertram
(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)
Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2017
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) $42.81 02/27/2017 A 6,128 02/15/2018(1) 02/27/2027 Common Stock 6,128 $0 6,128 D
Restricted Stock Units $42.81 02/27/2017 A 5,722 02/15/2018(2) 02/15/2021 Common Stock 5,722 $0 5,722 D
Stock Option (Right to Buy) $42.81 02/27/2017 A 5,769 06/15/2018(1) 02/27/2027 Common Stock 5,769 $0 5,769 D
Restricted Stock Units $42.81 02/27/2017 A 9,343 06/15/2018(2) 06/15/2021 Common Stock 9,343 $0 9,343 D
Explanation of Responses:
1. Date at which first vesting occurs is indicated. One-fourth of the total number of stock options vest on the first vesting date and an additional one-fourth vest on each anniversary thereafter, until the stock options are fully vested.
2. Date at which first vesting occurs is indicated. One-fourth of the total number of RSUs vest on the first vesting date and an additional one-fourth vest on each anniversary thereafter, until the RSUs are fully vested. Upon vesting, shares will be issued on a one-for-one basis.
/s/ Linda C. Frazier, attorney in fact 03/01/2017
** 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).
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.
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