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Filing Details

Accession Number:: 0001225208-14-025809
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-12-23 18:50:26
Reporting Period:: 2014-12-21

Filing Date:: 2014-12-23
Accepted Time:: 2014-12-23 18:50:26
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1606745	Liberty Tripadvisor Holdings Inc.	LTRPA	Services-Computer Processing & Data Preparation (7374)	463337365

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1099636	B Gregory Maffei	12300 Liberty Boulevard Englewood CO 80112	President/Ceo	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Series A Common Stock	Acquisiton	2014-12-22	1,845,909	$27.28	2,299,331	No	4	P	Direct
Series A Common Stock	Acquisiton	2014-12-22	566,195	$14.11	2,865,526	No	4	M	Direct
Series A Common Stock	Acquisiton	2014-12-22	135,949	$14.11	3,001,475	No	4	M	Direct
Series A Common Stock	Acquisiton	2014-12-22	45,715	$14.11	3,047,190	No	4	M	Direct
Series A Common Stock	Disposition	2014-12-22	3,047,190	$26.97	0	No	4	J	Direct
Series B Common Stock	Acquisiton	2014-12-22	2,770,173	$26.97	2,770,173	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	P	Direct
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	J	Direct
No	4	J	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Series B Common Stock	Stock Option (right to buy) - LTRPB	Acquisiton	2014-12-21	1,797,107	$0.00	1,797,107	$27.83
Series A Common Stock	Stock Option (right to buy) - LTRPA	Disposition	2014-12-22	135,949	$0.00	135,949	$14.11
Series A Common Stock	Stock Option (right to buy) - LTRPA	Disposition	2014-12-22	566,195	$0.00	566,195	$14.11
Series A Common Stock	Stock Option (right to buy) - LTRPA	Disposition	2014-12-22	45,715	$0.00	45,715	$14.11

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,797,107	2024-12-21	No	4	A	Direct
0	2015-12-16	No	4	M	Direct
0	2019-12-17	No	4	M	Direct
0	2014-12-24	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Series A Common Stock	576	Indirect	By 401(k) Savings Plan

Footnotes

Includes 453,422 shares acquired in a pro rata distribution by Liberty Interactive Corporation ("Liberty") on August 27, 2014 to holders of its Series A Liberty Ventures Common Stock ("LVNT Common Stock") in connection with the spin-off of the Issuer (formerly a wholly-owned subsidiary of Liberty) from Liberty ("spin-off").
The price at which the reporting person sold the shares of Series A Common Stock has been determined in accordance with Rule 16b-6(c)(2) of the Securities Exchange Act of 1934, as amended, because the Series B Common Stock is a derivative security of the Series A Common Stock within the meaning of such rule. See Footnote 3.
Each share of Series B Common Stock is convertible, at the holder's election, into one share of Series A Common Stock, at any time for no consideration other than the surrender of the share of Series B Common Stock for each share of Series A Common Stock.
The price at which the reporting person acquired the shares of Series B Common Stock has been determined in accordance with Rule 16b-6(c)(2) of the Securities Exchange Act of 1934, as amended, because the Series B Common Stock is a derivative security of the Series A Common Stock within the meaning of such rule. See Footnote 3.
The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of November 30, 2014, which also reflects the reporting person's holdings following the spin-off.
The options vest 50% on December 21, 2018 and 50% on December 21, 2019.
In connection with the completion of the spin-off, all equity awards held by the reporting person with respect to the LVNT Common Stock (each an "Original LVNT Award") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, and number of shares relating to the Original LVNT Award and (ii) an equity award relating to shares of the corresponding series of the Issuer's common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
The derivative security is fully vested.