Sec Form 3 Filing - DREYER EMILY @ TRUPANION, INC. - 2023-03-02

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
DREYER EMILY
2. Issuer Name and Ticker or Trading Symbol
TRUPANION, INC. [ TRUP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, Channel Growth
(Last) (First) (Middle)
6100 4TH AVENUE, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
03/02/2023
(Street)
SEATTLE, WA98108
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 15,204 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 7.78 ( 1 ) 07/24/2025 Common Stock 704 D
Stock Option (right to buy) $ 15.46 ( 2 ) 07/22/2026 Common Stock 700 D
Stock Option (right to buy) $ 16.04 ( 3 ) 10/07/2026 Common Stock 5,000 D
Stock Option (right to buy) $ 17.97 ( 4 ) 05/04/2027 Common Stock 4,250 D
Restricted Stock Unit (RSU) ( 6 ) ( 5 ) 02/25/2024( 5 ) Common Stock 414 D
Restricted Stock Unit (RSU) ( 6 ) ( 7 ) 02/25/2025( 7 ) Common Stock 6,399 D
Restricted Stock Unit (RSU) ( 6 ) ( 8 ) 02/25/2025( 8 ) Common Stock 182 D
Restricted Stock Unit (RSU) ( 6 ) ( 9 ) 02/25/2026( 9 ) Common Stock 17,780 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DREYER EMILY
6100 4TH AVENUE
SUITE 400
SEATTLE, WA98108
SVP, Channel Growth
Signatures
/s/ Charlotte Sim-Warner as attorney-in-fact for Emily Dreyer 03/10/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 24, 2015, the reporting person was granted 2,484 stock options. The stock options vested as to 25% of the total shares on July 24, 2016, and then 1/48th of the total stock options vested monthly thereafter, with 100% of the total shares vested and exercisable on July 24, 2019, subject to the reporting person's provision of service to the issuer on each vesting date.
( 2 )On July 22, 2016, the reporting person was granted 1,450 stock options. The stock options vested as to 25% of the total shares on July 22, 2017, and then 1/48th of the total stock options vested monthly thereafter, with 100% of the total shares vested and exercisable on July 22, 2020, subject to the reporting person's provision of service to the issuer on each vesting date.
( 3 )On October 7, 2016, the reporting person was granted 5,000 stock options. The stock options vested as to 25% of the total shares on September 1, 2017, and then 1/48th of the total stock options vested monthly thereafter, with 100% of the total shares vested and exercisable on September 1, 2020, subject to the reporting person's provision of service to the issuer on each vesting date.
( 4 )On May 4, 2017, the reporting person was granted 4,250 stock options. The stock options vested as to 25% of the total shares on May 4, 2018, and then 1/48th of the total stock options vested monthly thereafter, with 100% of the total shares vested and exercisable on May 4, 2021, subject to the reporting person's provision of service to the issuer on each vesting date.
( 5 )On April 3, 2020, the reporting person was granted 1,657 restricted stock units (RSUs). The RSUs vested and converted into common stock of the Issuer as to 1/4th of the total shares on February 25, 2021, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
( 6 )Restricted stock units convert into common stock on a one-for-one basis.
( 7 )On February 22, 2021, the reporting person was granted 12,798 restricted stock units (RSUs). The RSUs vested and converted into common stock of the Issuer as to 1/4th of the total shares on February 25, 2022, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
( 8 )On February 22, 2021, the reporting person was granted 363 restricted stock units (RSUs). The RSUs vested and converted into common stock of the Issuer as to 1/4th of the total shares on February 25, 2022, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
( 9 )On February 28, 2022, the reporting person was granted 23,707 restricted stock units (RSUs). The RSUs vested and converted into common stock of the Issuer as to 1/4th of the total shares on February 25, 2023, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.

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