05/01/2025 | Press release | Distributed by Public on 05/01/2025 17:00
FORM 4
|
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 |
|
|
||||||||||||||||||||||||||||||||||||||
|
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) |
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Certares LTRIP LLC C/O CERTARES MANAGEMENT LLC, 350 MADISON AVENUE, 8TH FLOOR NEW YORK, NY 10017 |
X | |||
Certares Holdings LLC C/O CERTARES MANAGEMENT LLC 350 MADISON AVENUE, 8TH FLOOR NEW YORK, NY 10017 |
X | |||
Certares Holdings (Blockable) LLC C/O CERTARES MANAGEMENT LLC 350 MADISON AVENUE, 8TH FLOOR NEW YORK, NY 10017 |
X | |||
Certares Holdings (Optional) LLC C/O CERTARES MANAGEMENT LLC 350 MADISON AVENUE, 8TH FLOOR NEW YORK, NY 10017 |
X | |||
Certares Management LLC 350 MADISON AVENUE, 8TH FLOOR NEW YORK, NY 10017 |
X | |||
Clementine Investments LLC C/O CERTARES MANAGEMENT LLC 350 MADISON AVENUE, 8TH FLOOR NEW YORK, NY 10017 |
X | |||
Pemrose Corp C/O CERTARES MANAGEMENT LLC 350 MADISON AVENUE, 8TH FLOOR NEW YORK, NY 10017 |
X | |||
OHara Michael Gregory C/O CERTARES MANAGEMENT LLC 350 MADISON AVENUE, 8TH FLOOR NEW YORK, NY 10017 |
X | |||
FARMER COLIN MICHAEL C/O CERTARES MANAGEMENT LLC 350 MADISON AVENUE, 8TH FLOOR NEW YORK, NY 10017 |
X |
CERTARES LTRIP LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact | 05/01/2025 | |
**Signature of Reporting Person | Date | |
CERTARES HOLDINGS LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact | 05/01/2025 | |
**Signature of Reporting Person | Date | |
CERTARES HOLDINGS (BLOCKABLE) LLC, By: Linda C. Frazier as Attorney-in-Fact | 05/01/2025 | |
**Signature of Reporting Person | Date | |
CERTARES HOLDINGS (OPTIONAL) LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact | 05/01/2025 | |
**Signature of Reporting Person | Date | |
CERTARES MANAGEMENT LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact | 05/01/2025 | |
**Signature of Reporting Person | Date | |
CLEMENTINE INVESTMENTS LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact | 05/01/2025 | |
**Signature of Reporting Person | Date | |
PEMROSE CORPORATION, By: /s/ Linda C. Frazier as Attorney-in-Fact | 05/01/2025 | |
**Signature of Reporting Person | Date | |
MICHAEL GREGORY O'HARA, By: /s/ Linda C. Frazier as Attorney-in-Fact | 05/01/2025 | |
**Signature of Reporting Person | Date | |
COLIN M. FARMER, By: /s/ Linda C. Frazier as Attorney-in-Fact | 05/01/2025 | |
**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) | Reflects shares of Common Stock received by Certares LTRIP LLC as part of the Series A Preferred Share Merger Consideration pursuant to that certain Agreement and Plan of Merger, by and among Liberty TripAdvisor Holdings, Inc., Tripadvisor, Inc. and Telluride Merger Sub Corp., dated as of December 18, 2024. |
(2) | Reflects shares of Common Stock held directly by Certares LTRIP LLC. Certares Holdings LLC, Certares Holdings (Blockable) LLC and Certares Holdings (Optional) LLC are members of Certares LTRIP LLC. Certares Management LLC is the manager of each of Certares LTRIP LLC, Certares Holdings LLC, Certares Holdings (Blockable) LLC and Certares Holdings (Optional) LLC. Certares Management LLC is controlled by Clementine Investments LLC, an entity controlled by M. Gregory O'Hara, and Pemrose Corporation, an entity wholly-owned by Colin Farmer. Mr. O'Hara serves as a director of the Issuer and each of the Reporting Persons may be deemed to be a director by deputization of the Issuer. |
(3) | The balance reflected above corrects the balance reported in the Form 4/A, filed on June 20, 2024, which omitted the grant of 13,616 RSUs, as indicated in such filing. |
(4) | Reflects securities held by Mr. O'Hara, who is an employee of Certares Management LLC or one of its affiliates, including 13,616 RSUs that are scheduled to vest in full on June 11, 2025. Pursuant to policies of Certares Management LLC and its affiliates (collectively, "Certares"), Mr. O'Hara holds such securities for the benefit of Certares, including one or more of the Reporting Persons. |
Remarks: Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |