TripAdvisor 2013 Annual Report Download - page 178

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* The percentage of shares beneficially owned does not exceed 1% of the class.
(1) Based on information contained in a Schedule 13D/A filed with the SEC on October 16, 2013 by Liberty
and TripAdvisor’s records. Consists of 18,159,752 shares of Common Stock and 12,799,999 shares of Class
B Common Stock owned by Liberty. Excludes shares beneficially owned by the executive officers and
directors of Liberty, as to which Liberty disclaims beneficial ownership.
(2) Based solely on information contained in a Schedule 13G/A filed with the SEC on February 14, 2014 by
FMR LLC, the parent holding company of Fidelity Management & Research Company (“Fidelity”).
According to the Schedule 13G/A, Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the Fidelity funds (“Funds”) each has sole power to dispose of the 15,224,732 shares owned by the
Funds. Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has the sole power to vote or
direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds’
Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the
Funds’ Boards of Trustees.
(3) Based solely on information contained in a Schedule 13G filed with the SEC on January 22, 2014 by Ballie
Gifford & Co. (“BG&C”). According to the Schedule 13G, BG&C beneficially owns 8,301,813 shares but
only has sole voting power with respect to 5,827,275 shares.
(4) Based solely on information contained in a Schedule 13G filed with the SEC on February 12, 2014 by The
Vanguard Group (“Vanguard”). According to the Schedule 13G, Vanguard beneficially owns 7,392,820
shares but only has sole voting power with respect to 186,350 shares and sole dispositive power with respect
to 7,222,370 shares.
(5) Includes 1,938 shares of common stock that are held by the Maffei Foundation.
(6) Includes options to purchase 450,614 shares of common stock that are currently exercisable or will be
exercisable within 60 days of April 21, 2014.
(7) Includes options to purchase 70,776 shares of common stock that are currently exercisable or will be
exercisable within 60 days of April 21, 2014.
(8) Includes options to purchase 53,546 shares of common stock that are currently exercisable or will be
exercisable within 60 days of April 21, 2014.
(9) Includes options to purchase 574,936 shares of common stock that are currently exercisable or will be
exercisable within 60 days of April 21, 2014.
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Exchange Act, TripAdvisor officers and directors and persons who
beneficially own more than 10% of a registered class of TripAdvisor’s equity securities are required to file initial
statements of beneficial ownership (Form 3) and statements of changes in beneficial ownership (Forms 4 and 5)
with the SEC. Such persons are required by the rules of the SEC to furnish TripAdvisor with copies of all such
forms they file. Based solely on a review of the copies of such forms furnished to TripAdvisor and/or written
representations that no additional forms were required, TripAdvisor believes that all of its directors and officers
complied with all the reporting requirements applicable to them with respect to transactions during 2013.
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