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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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Tripadvisor, Inc. (Name of Issuer) |
Common Stock, par value $.001 per share (Title of Class of Securities) |
896945201 (CUSIP Number) |
Seth J. Kalvert Tripadvisor, Inc., 400 1st Avenue Needham, MA, 02494 (781) 800-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/29/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 896945201 |
| 1 |
Name of reporting person
Liberty TripAdvisor Holdings, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
 | ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $.001 per share | |
| (b) | Name of Issuer:
Tripadvisor, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
400 1ST AVENUE, NEEDHAM,
MASSACHUSETTS
, 02494. | |
Item 1 Comment:
This amended statement on Schedule 13D/A (this "Amendment") constitutes Amendment No. 9 to the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by Liberty TripAdvisor Holdings, Inc., a Delaware corporation (the "Reporting Person"), with respect to Tripadvisor, Inc., a Nevada corporation (the "Issuer"), on August 29, 2014, as amended by Amendment No. 1 to the Statement on Schedule 13D filed with the SEC by the Reporting Person on June 30, 2016, Amendment No. 2 to the Statement on Schedule 13D filed with the SEC by the Reporting Person on November 20, 2019, Amendment No. 3 to the Statement on Schedule 13D filed with the SEC by the Reporting Person on March 16, 2020, Amendment No. 4 to the Statement on Schedule 13D filed with the SEC by the Reporting Person on March 24, 2021, Amendment No. 5 to the Statement on Schedule 13D filed with the SEC by the Reporting Person on August 12, 2022, Amendment No. 6 to the Statement on Schedule 13D filed with the SEC by the Reporting Person on February 12, 2024, Amendment No. 7 to the Statement on Schedule 13D filed with the SEC by the Reporting Person on May 8, 2024 and Amendment No. 8 to the Statement on Schedule 13D filed with the SEC by the Reporting Person on December 20, 2024 (collectively, the "Schedule 13D" and together with this Amendment, the "Statement"). This Amendment is the final amendment to the Schedule 13D and an exit filing for the Reporting Person. The Schedule 13D is hereby amended and supplemented to include the information set forth herein. Capitalized terms not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified. | ||
| 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 April 29, 2025, the Combination was consummated pursuant to the terms of the Merger Agreement. As a result of the Combination, the Reporting Person merged into ParentSub LLC, with ParentSub LLC surviving as the surviving company and a wholly-owned subsidiary of the Issuer. Also, in connection with the Combination, all of the Issuer Shares owned by the Reporting Person were retired by the Issuer, and the Reporting Person ceased to be the owner of any Issuer Shares. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As described in Item 4 hereof, the Reporting Person does not own any Issuer Shares. | |
| (b) | As described in Item 4 hereof, the Reporting Person does not own any Issuer Shares. | |
| (c) | Other than as disclosed in this Amendment, the Reporting Person has not effected any transactions with respect to the Common Stock or Class B Common Stock during the 60 days preceding the date hereof. | |
| (d) | Not applicable. | |
| (e) | On April 29, 2025, the Reporting Person ceased to be the beneficial owner of five percent or more of the outstanding Issuer Shares. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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