Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Kaufer Stephen
  2. Issuer Name and Ticker or Trading Symbol
TripAdvisor, Inc. [TRIP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
C/O TRIPADVISOR, INC., 400 1ST AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
11/28/2017
(Street)

NEEDHAM, MA 02494
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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) $ 34.71 11/28/2017   A   780,000   08/01/2021(1) 11/28/2027 Common Stock 780,000 $ 34.71 780,000 D  
Restricted Stock Units $ 0 11/28/2017   A   426,000   08/01/2021(2) 08/01/2022 Common Stock 426,000 $ 0 426,000 D  
Restricted Stock Units $ 0 11/28/2017   A   266,250   12/31/2018(3) 12/31/2021 Common Stock 266,250 $ 0 266,250 D  
Restricted Stock Units $ 0 11/28/2017   A   266,250   12/31/2020(4) 12/31/2020 Common Stock 266,250 $ 0 266,250 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kaufer Stephen
C/O TRIPADVISOR, INC.
400 1ST AVENUE
NEEDHAM, MA 02494
  X     President and CEO  

Signatures

 /s/ Linda C. Frazier, attorney in fact   11/30/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The options vest and become exercisable in two equal annual installments on each of August 1, 2021 and August 1, 2022.
(2) The Restricted Stock Units ("RSUs") vest and settle in two equal annual installments on each of August 1, 2021 and August 1, 2022.
(3) One quarter of the RSUs may vest and settle annually based on actual performance relative to the targets established for each of the four fiscal years ending December 31, 2018; December 31, 2019; December 31, 2020 and December 31, 2021. Although the actual performance metrics, targets and weightings have not yet been established, it is currently contemplated that the performance metrics will be based on one-year financial and/or strategic goals to be established each year.
(4) Up to a maximum of 266,250 RSUs will vest and settle based on the extent to which the Issuer's relative total shareholder return ("TSR") equals or exceeds the TSR of the Nasdaq Composite Total Return Index during the performance period beginning January 1, 2018 and ending December 31, 2020.

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