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

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1. Name and Address of Reporting Person^*

RAWLINGS DARRYL

(Last)

(First)

(Middle)

C/O TRUPANION, INC.

907 NW BALLARD WAY

(Street)

SEATTLE

98107

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/17/2014

3. Issuer Name and Ticker or Trading Symbol
TRUPANION INC. [ TRUP ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	701,262⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	70	⁽²⁾	D
Special Voting Shares	⁽³⁾	⁽³⁾	Common Stock	1,025,559	⁽³⁾	D
Stock Option (right to buy)	⁽⁴⁾	12/04/2018	Common Stock	544,592	$0.9	D
Stock Option (right to buy)	⁽⁵⁾	09/23/2021	Common Stock	309,679	$1.04	D

Explanation of Responses:

1. Represents unvested restricted stock subject to the issuer's right of repurchase as of the date of this filing, which repurchase right lapses over time.

2. Each share of the issuer's Series B Convertible Preferred Stock will be converted into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date.

3. Each exchangeable share of Trupanion Canadian Shareholders, Ltd., a Canadian subsidiary of the issuer, will be automatically exchanged for 10 shares of the issuer's Common Stock immediately upon the closing of the issuer's IPO, which will trigger a mandatory redemption of each Special Voting Share, which Special Voting Share has no expiration date.

4. The option is fully vested.

5. The option vested as to 1/4 of the total shares on September 23, 2012, with an additional 1/48th of the total shares vesting monthly thereafter, subject to continued service through each vesting date.

Remarks:

	/s/ Charlotte Sim-Warner as attorney-in-fact for Darryl Rawlings	07/17/2014
	** 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.
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