04/28/2026 | Press release | Distributed by Public on 04/28/2026 05:00
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Forward Sale Contract (obligation to sell) | (1)(2)(3) | 09/03/2025 | J(1)(2)(3) | 1,000,000 | (1)(2)(3) | (1)(2)(3) | American depositary share(4) | 1,000,000 | (1)(2)(3) | 1,000,000 | I | By Smart Charm Limited(5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Liang Jianzhang C/O TRIP.COM GROUP LIMITED, 30 RAFFLES PLACE, #29-01 SINGAPORE 048622 |
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| /s/ Liang Jianzhang | 04/28/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On September 3, 2025, Smart Charm Limited entered into a prepaid variable forward contract with an unaffiliated third-party buyer. The contract obligates Smart Charm Limited to deliver to the buyer up to an aggregate of 1,000,000 American depositary shares, or ADSs, each representing one ordinary share of Trip.com Group Limited (or, at Smart Charm Limited's election, an equivalent amount of cash based on the market price of the ADSs) on three settlement dates, including up to 333,334 ADSs on September 5, 2028, up to 333,333 ADSs on September 6, 2028, and up to 333,333 ADSs on September 7, 2028, respectively (the "Base Amount"). In exchange for assuming this obligation, Smart Charm Limited received a cash payment. Smart Charm Limited pledged 1,000,000 ADSs to secure its obligation under the contract, and retains voting rights in the pledged ADSs during the term of the pledge, |
| (2) | (Continued from footnote 1) but is obligated to pay to the buyer the economic benefits of certain dividends during the term of the pledge. The number of ADSs to be delivered by Smart Charm Limited to the buyer on the settlement dates is to be generally determined as follows: (a) if the volume-weighted average price of the ADSs on the relevant valuation date (the "Settlement Price") is less than a specific cap price ("Cap Level") but greater than a specific floor price ("Floor Level"), Smart Charm Limited will deliver a number of ADSs equal to the Base Amount multiplied by a ratio equal to the Floor Level divided by the Settlement Price; (b) if the Settlement Price is equal or greater than the Cap Level on a settlement date, Smart Charm Limited will deliver a number of ADSs equal to the Base Amount multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Floor Level and (b) the excess, if any, of the Settlement Price over the Cap Level, |
| (3) | (Continued from footnote 2) and a denominator equal to the Settlement Price; and (c) if the Settlement Price is equal to or less than the Floor Level on a settlement date, Smart Charm Limited will deliver a number of ADSs equal to the Base Amount. |
| (4) | Each American depositary share represent one ordinary share of Trip.com Group Limited. |
| (5) | Smart Charm Limited is a British Virgin Islands company wholly owned and controlled by the Reporting Person's spouse. |