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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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) | ||
| 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) | 06/06/2016 | J/K(1) | 7,000,000 | (1) | (1) | Common Stock, par value $0.001 per share | 7,000,000 | (1) | 7,000,000 | I | Held through wholly-owned subsidiary | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Liberty TripAdvisor Holdings, Inc. 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X | X | ||
| Liberty TripAdvisor Holdings, Inc. By: /s/ Craig Troyer, Vice President, Deputy General Counsel and Assistant Secretary | 06/17/2016 | |
| **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 June 6, 2016 (the "Trade Date"), Liberty TripAdvisor, LLC ("Counterparty"), which is a wholly owned subsidiary of the reporting person, entered into the Forward Contract (as described in the Remarks section). |
| Remarks: This amendment is being filed to correctly state the number of shares of TripAdvisor common stock to be delivered to buyer at the end of the Forward Contract. On June 6, 2016, Counterparty entered into a variable forward sale transaction with an unaffiliated third party buyer (the "Forward Contract"). The Forward Contract obligates Counterparty to deliver to buyer up to 7,000,000 shares of TripAdvisor common stock (the "Number of Shares") over a 20 trading day period starting on May 13, 2020 (or, at Counterparty's election, an equivalent amount of cash based on the arithmetic average of the VWAP prices of the shares over the same period (the "Settlement Price")). In exchange, Counterparty will be entitled to receive $258,940,500 (the "Initial Proceeds") on the initial settlement date of June 10, 2016, or on any subsequent date an amount equal to the Initial Proceeds grown at a compounded overnight rate equal to Fed Funds. Counterparty pledged 7,000,000 shares of TripAdvisor common stock (the "Pledge Shares") to secure its obligations under the Forward Contract, and retained dividend and voting rights in the Pledge Shares during the term of the pledge. The number of shares of TripAdvisor common stock to be delivered to buyer at the end of the Forward Contract is to be determined as follows: (a) if the Settlement Price of TripAdvisor common stock is less than $38.9025 (the "Floor Price"), Counterparty will deliver all of the Pledge Shares; (b) if the Settlement Price is between the Floor Price and $98.9625 (the "Cap Price"), Counterparty will deliver a number of Pledge Shares equal to the Floor Price divided by the Settlement Price multiplied by the Number of Shares; and (c) if the Settlement Price is greater than the Cap Price, Counterparty will deliver a number of Pledge Shares equal to the Floor Price plus the Settlement Price minus the Cap Price divided by the Settlement Price multiplied by the Number of Shares. | |