0001172661-21-000067.txt : 20210108 0001172661-21-000067.hdr.sgml : 20210108 20210108143536 ACCESSION NUMBER: 0001172661-21-000067 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210108 DATE AS OF CHANGE: 20210108 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86536 FILM NUMBER: 21517094 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOMA EQUITY PARTNERS LP CENTRAL INDEX KEY: 0001680964 IRS NUMBER: 811380724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: SUITE 3710 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4153188960 MAIL ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: SUITE 3710 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13G 1 soma-trip123120.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*



TRIPADVISOR, INC.

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

896945201

(CUSIP Number)

 

 

December 31, 2020
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

x Rule 13d-1(b)

o Rule 13d-1(c)

o Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

CUSIP No.  896945201
 SCHEDULE 13G
Page 2 of 6 Pages

 

         
1
NAME OF REPORTING PERSONS
 
SoMa Equity Partners, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
6,500,000
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
6,500,000
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,500,000*
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.3%
12
TYPE OF REPORTING PERSON
 
IA

*Includes 3,500,000 shares which can be acquired via the exercise of call options.
 
 

 

CUSIP No. 896945201
 SCHEDULE 13G
Page 3 of 6 Pages

 

Item 1.(a) Name of Issuer

TRIPADVISOR, INC.

Item 1.(b) Address of Issuer’s Principal Executive Offices

400 1st Avenue

Needham, MA 02494

Item 2.(a) Name of Person Filing:

SoMa Equity Partners, LP (the “Reporting Person”).

 

Item 2.(b) Address of Principal Business Office:

44 Montgomery Street, Ste. 3710, San Francisco, CA 94104.

 

Item 2.(c) Citizenship:

The Reporting Person is a Delaware limited partnership.

  

Item 2.(d) Title of Class of Securities

Common Stock, $0.001 par value per share (the “Title of Class”)

 

Item 2.(e) CUSIP No.:

896945201

 

CUSIP No.  896945201
 SCHEDULE 13G
Page 4 of 6 Pages

 

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
  (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
       

 

CUSIP No. 896945201
 SCHEDULE 13G
Page 5 of 6 Pages

 

 

Item 4. Ownership

(a) Amount Beneficially Owned:

As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 6,500,000 Shares.

(b) Percent of Class:

As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 5.3% of the total number of Shares outstanding (based on information provided by the Issuer on the Form 10-Q filed November 5, 2020, there were 121,725,450 Shares outstanding as of November 2, 2020).

 

(c) Number of shares as to which such person has:

SoMa Equity Partners, LP

(i) Sole power to vote or direct the vote 6,500,000

(ii) Shared power to vote or to direct the vote 0

(iii) Sole power to dispose or to direct the disposition of 6,500,000

(iv) Shared power to dispose or to direct the disposition of 0

 

Item 5. Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group 

Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
CUSIP No. 896945201
 SCHEDULE 13G
Page 6 of 6 Pages

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: January 8, 2021

 

 

 

 

SoMa Equity Partners, LP

       
  By:  /s/ Cindy Yang
    Cindy Yang, Chief Financial Officer