FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *
ROSENTHALER ALBERT E
2. Issuer Name and Ticker or Trading Symbol
Liberty TripAdvisor Holdings, Inc. [LTRPA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

12300 LIBERTY BOULEVARD
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2025
(Street)

ENGLEWOOD, CO 80112
(City)
(State)
(Zip)
4. If Amendment, Date 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

Series A Common Stock

04/29/2025 D 51,804D $ 0 (1) 0 D 


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 of Derivative Security: 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) - LTRPA

$4.3104/29/2025 D  89,404  (2) 12/07/2027

Series A Common Stock

89,404 (3) 0 D 

Explanation of Responses:

Pursuant to the terms of the Merger Agreement (as defined in the Remarks section), at the effective time of the Merger (as defined in the Remarks section), each share of the Issuer's Series A common stock and Series B common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive $0.2567 in cash (without interest thereon).

These options were fully exercisable.

Pursuant to the terms of the Merger Agreement, such stock option of the Issuer was terminated and cancelled as of immediately prior to the effective time of the Merger, without any consideration being paid in respect thereof.

Remarks:

Pursuant to the Agreement and Plan of Merger, dated as of December 18, 2024 (the "Merger Agreement"), by and among the Issuer, Tripadvisor, Inc. ("Parent"), and Telluride Merger Sub Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), on April 29, 2025, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, and immediately following the Merger, the Issuer (as the surviving corporation in the Merger) merged with and into TellurideSub LLC ("ParentSub LLC"), a Delaware limited liability company and a direct wholly owned subsidiary of Parent (the "ParentSub LLC Merger"), with ParentSub LLC surviving the ParentSub LLC Merger as a wholly owned subsidiary of Parent.



Signatures

/s/ Brittany A. Uthoff as Attorney-in-Fact for Albert E. Rosenthaler

04/30/2025
** Signature of Reporting PersonDate
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