Sec Form 4 Filing - Liberty TripAdvisor Holdings, Inc. @ TripAdvisor, Inc. - 2024-12-19

FORM 4 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 Liberty TripAdvisor Holdings, Inc. 2. Issuer Name and Ticker or Trading Symbol TripAdvisor, Inc. [ TRIP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 12300 LIBERTY BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2024 (Street) ENGLEWOOD, CO80112 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 12/19/2024 J/K( 1 ) 2,422,210 D 14,023,684 I Held through Wholly-Owned Subsidiary

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 Forward sale contract (obligation to sell) ( 1 ) 12/19/2024 J/K( 1 ) 2,422,210 ( 1 ) ( 1 ) Common Stock, par value $0.001 per share 2,422,210 ( 1 ) 0 I Held through Wholly-Owned Subsidiary

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Liberty TripAdvisor Holdings, Inc. 12300 LIBERTY BOULEVARD ENGLEWOOD, CO80112 X X Signatures Liberty TripAdvisor Holdings, Inc. By: /s/ Katherine C. Jewell Title: Vice President 12/23/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 (the "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, Inc. (the "Issuer") common stock ("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 December 19, 2024, the Forward Contract settled and the Reporting Person elected to settle its delivery obligations under the Forward Contract by physical settlement, resulting in delivery of the full Number of Shares to Buyer and received from Buyer a final payment of $602,404.

Remarks: The Forward Contract obligated Counterparty to deliver to Buyer up to the Number of Shares over a specified period (the "Valuation Period"). Alternatively, Counterparty may have chosen to deliver an equivalent amount of cash based on a measure of the average share price for the Common Stock 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 a previously reported amendment to the Forward Contract. Counterparty agreed to pledge 2,422,210 shares of Common Stock (the "Pledge Shares") to secure its obligations under the Forward Contract, and retained voting rights in the Pledge Shares during the term of the pledge.

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 4(b)(v).

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