0001127602-24-008861.txt : 20240306 0001127602-24-008861.hdr.sgml : 20240306 20240306172715 ACCESSION NUMBER: 0001127602-24-008861 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240304 FILED AS OF DATE: 20240306 DATE AS OF CHANGE: 20240306 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Goldberg Matt CENTRAL INDEX KEY: 0001896191 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35362 FILM NUMBER: 24727173 MAIL ADDRESS: STREET 1: 2 WISCONSIN CIRCLE STREET 2: 7TH FLOOR CITY: CHEVY CHASE STATE: MD ZIP: 20815 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TripAdvisor, Inc. CENTRAL INDEX KEY: 0001526520 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] ORGANIZATION NAME: 06 Technology IRS NUMBER: 800743202 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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 4 1 form4.xml PRIMARY DOCUMENT X0508 4 2024-03-04 0001526520 TripAdvisor, Inc. TRIP 0001896191 Goldberg Matt C/O TRIPADVISOR, INC. 400 1ST AVENUE NEEDHAM MA 02494 1 1 CEO and President 0 Restricted Stock Units 27.03 2024-03-04 4 A 0 133185 0 A 2025-02-15 2028-02-15 Common Stock 133185 133185 D Restricted Stock Units (Performance-Based) 27.03 2024-03-04 4 A 0 133185 0 A 2025-12-31 2026-12-31 Common Stock 133185 133185 D Date at which first vesting occurs is indicated. 25% of the total number of restricted stock units ("RSUs") vest on February 15, 2025, and 6.25% will vest quarterly thereafter. The award is fully vested on February 15, 2028. The number of shares underlying performance-based restricted stock units ("PSUs") that will be issued is based on actual performance relative to the performance metrics, targets, and weightings to be established by the Compensation Committee for the performance period ending December 31, 2025, with the potential shares to be issued based in the performance metrics determined to be achieved as of December 31, 2025, with 50% of such shares delivered following such determination and 50% of such shares delivered on December 31, 2026. The number of derivative securities set forth above is the target number of PSUs. Based on actual results during the applicable fiscal year, the aggregate number of shares issued may range from zero shares to 200% of the target number of shares reported in Table II. The PSUs will only vest and settle once the Company's Compensation Committee certifies the performance metrics have been met for the applicable year. /s/ Linda C. Frazier, attorney in fact 2024-03-06