SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* KHOSROWSHAHI DARA (Last) (First) (Middle) C/O TRIPADVISOR, INC. 141 NEEDHAM STREET (Street) NEWTON MA 02464 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TripAdvisor, Inc. [ TRIP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/21/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	12/19/2012		M		160,000	A	$0	289,520(1)	D
Common Stock	12/19/2012		F		58,320	D	$38.39	231,200	D
Common Stock	12/21/2012		M		1,807	A	$0	233,007	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Restricted Stock Units	$0	12/19/2012		M			160,000	(1)	(1)	Common stock	160,000	$0	160,000	D
Restricted Stock Units	$0	12/21/2012		M			1,807	12/21/2012(2)	12/21/2014	Common Stock	1,807	$0	3,614	D

Explanation of Responses:

1. Represents Restricted Stock Units (the "RSUs") for shares of the Issuer's common stock awarded pursuant to that certain Restricted Stock Unit Agreement with the reporting person, dated as of December 20, 2011 (the "RSU Agreement"). Pursuant to the RSU Agreement, 50% of the RSUs vested on December 11, 2012. The remaining 50% of the RSUs under the RSU Agreement shall vest if and when the Issuer satisfies performance-related goals. Upon achievement of these performance goals, 75% of the RSUs will vest immediately and the remaining 25% of the RSUs will vest one year from such achievement, subject in each case to certain service conditions provided in the RSU Agreement.

2. Date at which first vesting has occured is indicated. One-third of the total number of the RSUs vest on the first vesting date and an additional one-third each anniversary thereafter until the RSUs are fully vested.

	/s/ Suzanne Filippi, attorney-in-fact	12/21/2012
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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