Liberty TripAdvisor Holdings, Inc. Form 4 Filed 2025-04-29

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 ^*

Liberty TripAdvisor Holdings, Inc.

2. Issuer Name and Ticker or Trading Symbol
TripAdvisor, Inc. [TRIP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

400 1ST AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2025

(Street)

NEEDHAM, MA 02494

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.001 per share	04/29/2025		J⁽²⁾		14,023,684	D	⁽¹⁾	0	I	Held through wholly-owned subsidiary
Class B Common Stock, par value $.001 per share⁽¹⁾	04/29/2025		J⁽²⁾		12,799,999	D	⁽¹⁾	0	I	Held through wholly-owned subsidiary

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

1.	Each share of Class B Common Stock is convertible into one share of Common Stock at the option of the holder thereof at any time on a share for share basis.
2.	On April 29, 2025, in connection with the Combination (as defined below), the Reporting Person merged into ParentSub LLC, with ParentSub LLC surviving as a wholly owned subsidiary of the Issuer. Also, in connection with the Combination, the Issuer retired the shares of Common Stock and Class B Common Stock owned by the Reporting Person.
Remarks: Pursuant to the Agreement and Plan of Merger, dated as of December 18, 2024 (the "Merger Agreement"), by and among the Reporting Person, the Issuer, and Telluride Merger Sub Corp., a Delaware corporation and an indirect wholly owned subsidiary of the Issuer ("Merger Sub"), on April 29, 2025, Merger Sub merged with and into the Reporting Person (the "Merger"), with the Reporting Person surviving the Merger as a wholly owned subsidiary of the Issuer, and immediately following the Merger, the Reporting Person (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 the Issuer (the "ParentSub LLC Merger" and together with the Merger, the "Combination"), with ParentSub LLC surviving the ParentSub LLC Merger as a wholly owned subsidiary of the Issuer.

	Signatures
	/s/ TellurideSub LLC (as successor by merger to Liberty TripAdvisor Holdings, Inc.) By: /s/ Linda C. Frazier Title: Vice President and Secretary	04/29/2025
	** Signature of Reporting Person	Date
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