| 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 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Liberty TripAdvisor Holdings, Inc. [ LTRPA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 04/29/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | ||||||
| Series A Common Stock | 04/29/2025 | D | 83,801 | D | $0.0000(1) | 0.0000 | D | |||
| Series A Common Stock | 04/29/2025 | D | 390 | D | $0.0000(1) | 0.0000 | I | By Spouse(2) | ||
|
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 | ||||||||
| Stock Option (right to buy) - LTRPA | $19.51 | 04/29/2025 | D | 23,739 | 12/06/2019 | 12/06/2025 | Series A Common Stock | 23,739 | (3) | 0.0000 | D | ||||
| Stock Option (right to buy) - LTRPA | $4.31 | 04/29/2025 | D | 98,526 | 12/07/2021 | 12/07/2027 | Series A Common Stock | 98,526 | (3) | 0.0000 | D | ||||
| Stock Option (right to buy) - LTRPA | $7.26 | 04/29/2025 | D | 19,687 | 12/10/2020 | 12/10/2026 | Series A Common Stock | 19,687 | (3) | 0.0000 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the terms of the Merger Agreement (as defined in the Remarks section), at the effective time of the Merger (as defined in the Remarks section), each share of the Issuer's Series A common stock and Series B common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive $0.2567 in cash (without interest thereon). |
| 2. The reporting person disclaims beneficial ownership of these shares owned by his spouse. |
| 3. Pursuant to the terms of the Merger Agreement, such stock option of the Issuer was terminated and cancelled as of immediately prior to the effective time of the Merger, without any consideration being paid in respect thereof. |
| Remarks: |
| Pursuant to the Agreement and Plan of Merger, dated as of December 18, 2024 (the "Merger Agreement"), by and among the Issuer, Tripadvisor, Inc. ("Parent"), and Telluride Merger Sub Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), on April 29, 2025, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, and immediately following the Merger, the Issuer (as the surviving corporation in the Merger) merged with and into TellurideSub LLC ("ParentSub LLC"), a Delaware limited liability company and a direct wholly owned subsidiary of Parent (the "ParentSub LLC Merger"), with ParentSub LLC surviving the ParentSub LLC Merger as a wholly owned subsidiary of Parent. |
| /s/ Brittany A. Uthoff as Attorney-in-Fact for J. David Wargo | 04/30/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||