Liberty TripAdvisor Amends TRIP Ownership Filing, Signals Potential Shift

TL;DR

**Liberty TripAdvisor just updated its stake in TRIP, watch for potential strategic moves!**

AI Summary

Liberty TripAdvisor Holdings, Inc. (LTRPA) filed an Amendment No. 6 to its Schedule 13D on February 9, 2024, indicating a change in its beneficial ownership of TripAdvisor, Inc. (TRIP) common stock. This filing updates previous disclosures, with Renee L. Wilm, Chief Legal Officer of Liberty TripAdvisor Holdings, Inc., listed as the contact person. This matters to investors because Liberty TripAdvisor Holdings is a major shareholder, and changes in their holdings or intentions can signal shifts in control or strategic direction for TripAdvisor, potentially impacting its stock price.

Why It Matters

This filing signals that a major holder, Liberty TripAdvisor Holdings, Inc., is updating its position or intentions regarding TripAdvisor, which could influence future corporate actions or stock performance.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can introduce uncertainty regarding future corporate control or strategic direction, posing a medium risk to current investors.

Analyst Insight

A smart investor would closely monitor subsequent filings from Liberty TripAdvisor Holdings, Inc. and TripAdvisor, Inc. for further details on any changes in ownership percentages or stated intentions, as this could precede significant corporate actions or shifts in control.

Key Numbers

• 896945201 — CUSIP Number (Identifies TripAdvisor, Inc. Common Stock)
• 0001606745 — Central Index Key (CIK) (Identifies Liberty TripAdvisor Holdings, Inc.)
• 0001526520 — Central Index Key (CIK) (Identifies TripAdvisor, Inc.)

Key Players & Entities

• Liberty TripAdvisor Holdings, Inc. (company) — the filing person and major shareholder of TripAdvisor, Inc.
• TripAdvisor, Inc. (company) — the subject company whose common stock is being reported on
• Renee L. Wilm, Esq. (person) — Chief Legal Officer / Chief Administrative Officer for Liberty TripAdvisor Holdings, Inc. and authorized contact for the filing
• $0.001 (dollar_amount) — par value per share of TripAdvisor, Inc. Common Stock
• February 9, 2024 (date) — Date of Event Which Requires Filing of this Statement

Forward-Looking Statements

• Liberty TripAdvisor Holdings, Inc. may be signaling a strategic review or potential divestiture of its TripAdvisor stake. (Liberty TripAdvisor Holdings, Inc.) — medium confidence, target: Q2 2024
• TripAdvisor's stock price could experience increased volatility as investors react to the implications of this amended filing. (TripAdvisor, Inc.) — medium confidence, target: Next 30 days

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti

Filing Documents

• tm245281d1_sc13da.htm (SC 13D/A) — 45KB
• 0001104659-24-014599.txt ( ) — 47KB

Identity and Background

Item 2. Identity and Background The information contained in Item 2(d)-(f) of the Schedule 13D is hereby replaced with the following information: (d) - (f) Schedule 1, attached to this as applicable, of the Reporting Person (the “ Schedule 1 Persons ”). Each of such executive officers and directors is a citizen of the United States. During the last five years, neither the Reporting Person nor, to the best of the knowledge of the Reporting Person, any of the Schedule 1 Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Purpose of Transaction

Item 4. Purpose of Transaction The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information: On February 9, 2024, the Reporting Person’s board of directors authorized the Reporting Person to engage in discussions with respect to a potential transaction (“ Potential Transaction ”), pursuant to which all of the outstanding stock of the Reporting Person and all of the Issuer’s outstanding Common Stock and Class B Common Stock would be acquired concurrently for cash. In any such Potential Transaction, it is anticipated that (i) all outstanding shares of Common Stock and Class B Common Stock of the Issuer would receive the same per share cash consideration, and (ii) all outstanding shares of common stock of the Reporting Person would receive the same per share cash consideration (with the amount thereof to be determined based on the per share consideration that would be payable for the underlying shares of the Issuer owned by the Reporting Person following satisfaction of outstanding liabilities, including consideration due to holders of the Reporting Person’s preferred stock). The board of directors of the Issuer has formed a special committee comprised of independent and disinterested directors of the board of directors of the Issuer (“ Special Committee ”). The Special Committee has authorized the Issuer to, among other things, engage in discussions with respect to a Potential Transaction, subject to certain guidelines. If any such Potential Transaction is consummated, each of the Reporting Person and the Issuer would cease to be publicly traded companies. Any Potential Transaction would be subject to, among other things, the negotiation and execution of mutually acceptable definitive transaction documents and applicable board approvals of each of the Reporting Person and the Issuer, including the approval of the Special Committee. No further updates on any

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer The information contained in Item 5 of the Schedule 13D is hereby amended and restated as follows: (a) The Reporting Person beneficially owns 16,445,894 shares of Common Stock, par value $0.001 per share, of the Issuer (“ Common Stock ”) and 12,799,999 shares of Class B Common Stock, par value $0.001 per share, of the Issuer (“ Class B Common Stock ”), which shares constitute 13.1% of the outstanding shares of Common Stock and 100% of the outstanding shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Common Stock. Assuming the conversion of all of the Reporting Person's shares of Class B Common Stock into shares of Common Stock, the Reporting Person beneficially owns 21.1% of the outstanding shares of Common Stock (calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended). Because each share of Class B Common Stock generally is entitled to ten votes per share and each share of Common Stock is entitled to one vote per share, the Reporting Person may be deemed to beneficially own equity securities of the Issuer representing approximately 56.9% of the voting power of the Issuer. The foregoing beneficial ownership amounts exclude shares of Common Stock beneficially owned by the executive officers and directors of the Reporting Person. Such percentages are calculated based on the 125,714,553 shares of Common Stock and 12,799,999 shares of Class B Common Stock outstanding as of November 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the SEC on November 6, 2023. Mr. Gregory B. Maffei beneficially owns 105,248 shares of Common Stock. The Maffei Foundation beneficially owns 1,938 shares of Common Stock, as to which shares Mr. Maffei has disclaimed beneficial ownership. Mr. Albert E. Rosenthaler beneficially owns 5

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View this SC 13D/A filing on SEC EDGAR