0001104659-19-074370.txt : 20191219 0001104659-19-074370.hdr.sgml : 20191219 20191219161608 ACCESSION NUMBER: 0001104659-19-074370 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191217 FILED AS OF DATE: 20191219 DATE AS OF CHANGE: 20191219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Liberty TripAdvisor Holdings, Inc. CENTRAL INDEX KEY: 0001606745 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35362 FILM NUMBER: 191295985 BUSINESS ADDRESS: STREET 1: 12300 LIBERTY BLVD CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 7208755300 MAIL ADDRESS: STREET 1: 12300 LIBERTY BLVD CITY: ENGLEWOOD STATE: CO ZIP: 80112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TripAdvisor, Inc. CENTRAL INDEX KEY: 0001526520 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 800743202 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 1ST AVENUE CITY: NEEDHAM STATE: MA ZIP: 02494 BUSINESS PHONE: 781-800-5800 MAIL ADDRESS: STREET 1: 400 1ST AVENUE CITY: NEEDHAM STATE: MA ZIP: 02494 4 1 a4.xml 4 X0306 4 2019-12-17 0 0001526520 TripAdvisor, Inc. TRIP 0001606745 Liberty TripAdvisor Holdings, Inc. 12300 LIBERTY BOULEVARD ENGLEWOOD CO 80112 1 0 1 0 Forward sale contract (obligation to sell) 2019-12-17 4 J 1 7000000 D Common Stock, par value $0.001 per share 7000000 0 I Held through Wholly-Owned Subsidiary As previously disclosed in the Form 4/A filed June 17, 2016, Liberty TripAdvisor, LLC, a wholly owned subsidiary of the Reporting Person, ("Counterparty") entered into a variable forward sale transaction with a trade date of June 6, 2016 ("Forward Contract") with an unaffiliated third party buyer ("Buyer"), as further described in the Remarks section. On November 19, 2019, Counterparty and Buyer entered into an agreement to unwind and terminate the Forward Contract (the "Unwind Agreement"). On December 17, 2019, the Forward Contract was unwound in full and terminated. Pursuant to the terms of the Unwind Agreement, Counterparty paid Buyer a total of approximately $199,232,100 and, upon termination of the Forward Contract, Buyer returned to Counterparty the 7,000,000 shares of TripAdvisor common stock that Counterparty pledged to Buyer under the Forward Contract. The Forward Contract obligated Counterparty to deliver to Buyer up to 7,000,000 shares of TripAdvisor common stock (the "Number of Shares") over a 20 trading day period starting on May 13, 2020 (or, at Counterparty's election, an equivalent amount of cash based on the arithmetic average of the VWAP prices of the shares over the same period). Under the terms of the Forward Contract, Counterparty received a prepayment of approximately $258,940,500. Counterparty pledged 7,000,000 shares of TripAdvisor common stock (the "Pledge Shares") to secure its obligations under the Forward Contract, and retained dividend and voting rights in the Pledge Shares during the term of the pledge. The Forward Contract provided that the number of shares of TripAdvisor common stock that Counterparty would be obligated to deliver to Buyer at the end of the Forward Contract would be determined as follows: (a) if the Settlement Price of TripAdvisor common stock was less than $38.9025 (the "Floor Price"), Counterparty would deliver all of the Pledge Shares; (b) if the Settlement Price was between the Floor Price and $98.9625 (the "Cap Price"), Counterparty would deliver a number of Pledge Shares equal to the Floor Price divided by the Settlement Price multiplied by the Number of Shares; and (c) if the Settlement Price was greater than the Cap Price, Counterparty would deliver a number of Pledge Shares equal to the Floor Price plus the Settlement Price minus the Cap Price divided by the Settlement Price multiplied by the Number of Shares. Liberty TripAdvisor Holdings, Inc. By: /s/ Craig Troyer, Senior Vice President and Assistant Secretary 2019-12-19