SEC Form 4
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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Certares LTRIP LLC

(Last) (First) (Middle)
C/O CERTARES MANAGEMENT LLC
350 MADISON AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Liberty TripAdvisor Holdings, Inc. [ LTRPA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/07/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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 12/07/2022 M 25,660 A $0(1) 95,294 I See Footnote(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
Restricted Stock Units-LTRPA (3) 12/07/2022 M 25,660 12/07/2022 12/07/2022 Series A Common Stock 25,660 $0.0000 0.0000 I See Footnote(4)
1. Name and Address of Reporting Person*
Certares LTRIP LLC

(Last) (First) (Middle)
C/O CERTARES MANAGEMENT LLC
350 MADISON AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FARMER COLIN MICHAEL

(Last) (First) (Middle)
12300 LIBER

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clementine Investments LLC

(Last) (First) (Middle)
12300 LIBER

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Certares Holdings (Optional) LLC

(Last) (First) (Middle)
350 MADISON AVENUE 8TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Certares Holdings (Blockable) LLC

(Last) (First) (Middle)
12300 LIBER

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Certares Holdings LLC

(Last) (First) (Middle)
12300 LIBER

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Certares Management LLC

(Last) (First) (Middle)
12300 LIBER

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pemrose Corp

(Last) (First) (Middle)
12300 LIBER

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OHara Michael Gregory

(Last) (First) (Middle)
C/O CERTARE
350 MADISON

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
1. Each restricted stock unit converted into one share of Series A Common Stock.
2. Reflects securities held by M. Gregory O'Hara, an employee of Certares Management LLC or one of its affiliates, and a member of the board of directors of the Issuer. 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.
3. Each restricted stock unit represents a contingent right to receive one share of Series A Common Stock.
4. Reflects a grant made to M. Gregory O'Hara, an employee of Certares Management LLC or one of its affiliates, and a member of the board of directors of the Issuer. Pursuant to policies of 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.
/s/ Brittany A. Uthoff as Attorney-in-Fact for Certares LTRIP LLC 12/09/2022
/s/ Brittany A. Uthoff as Attorney-in-Fact for Colin Farmer 12/09/2022
/s/ Brittany A. Uthoff as Attorney-in-Fact for Clementine Investments LLC 12/09/2022
/s/ Brittany A. Uthoff as Attorney-in-Fact for Certares Holdings (Optional) LLC 12/09/2022
/s/ Brittany A. Uthoff as Attorney-in-Fact for Certares Holdings (Blockable) LLC 12/09/2022
/s/ Brittany A. Uthoff as Attorney-in-Fact for Certares Holdings LLC 12/09/2022
/s/ Brittany A. Uthoff as Attorney-in-Fact for Certares Management LLC 12/09/2022
/s/ Brittany A. Uthoff as Attorney-in-Fact for Pemrose Corp 12/09/2022
/s/ Brittany A. Uthoff as Attorney-in-Fact for Michael Gregory O'Hara 12/09/2022
** 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).
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