0001104659-22-089503.txt : 20220811 0001104659-22-089503.hdr.sgml : 20220811 20220811190327 ACCESSION NUMBER: 0001104659-22-089503 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220810 FILED AS OF DATE: 20220811 DATE AS OF CHANGE: 20220811 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: 221157378 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 tm2223218-2_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-08-10 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) 2022-08-10 4 J 1 2422210 A Common Stock, par value $0.001 per share 2422210 2422210 I Held through Wholly-Owned Subsidiary On March 9, 2020, Liberty TripAdvisor, LLC, a wholly owned subsidiary of the Reporting Person ("Counterparty"), entered into an agreement establishing the terms and conditions of a variable forward transaction ("Forward Contract") with an unaffiliated third party buyer ("Buyer"). On March 13, 2020, Buyer ended the initial hedging period and the number of shares of Tripadvisor common stock subject to the Forward Contract was set at 2,422,210 (the "Number of Shares") and the initial share price was set at $19.1707, pursuant to the terms of the Forward Contract, as further described in "Remarks" below. On August 10, 2022, Counterparty and Buyer entered into an letter agreement amending the terms of the Forward Contract (the "Amendment") to: (i) extend the Valuation Period (as defined in "Remarks" below) to a specified period in the fourth quarter of 2025, (ii) increase the initial share price to $24.8839, and (iii) increase the prepayment amount by $5,050,340. The Forward Contract obligates Counterparty to deliver to Buyer up to the Number of Shares over a specified period, previously in the first quarter of 2023, amended in the Amendment to a specified period in the fourth quarter of 2025 (the "Valuation Period"). Alternatively, Counterparty may choose to deliver an equivalent amount of cash based on a measure of the average share price over the Valuation Period. In exchange for assuming this obligation, Counterparty received a prepayment amount of approximately $34,246,160 in March 2020, increased by an additional $5,050,340 as a result of the Amendment. Counterparty agreed to pledge 2,422,210 shares of Tripadvisor common stock (the "Pledge Shares") to secure its obligations under the Forward Contract, and will retain voting rights in the Pledge Shares during the term of the pledge. If Counterparty elects share settlement, Counterparty will be obligated to deliver fewer than the Number of Shares if (and to the extent that) on trading days during the Valuation Period the average per share price is above $23.6397, increased from $17.2536 as a result of the Amendment. As noted above, alternatively, Counterparty may choose to deliver a cash equivalent amount in lieu of such shares. Liberty TripAdvisor Holdings, Inc. By: /s/ Brittany A. Uthoff Title: Vice President 2022-08-11