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 * KHOSROWSHAHI DARA   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TRIPADVISOR, INC., 141 NEEDHAM STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/21/2012 (Street) NEWTON, MA 02464 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 Common Stock 12/19/2012   M   160,000 A $ 0 289,520 (1) D   Common Stock 12/19/2012   F   58,320 D $ 38.39 231,200 D   Common Stock 12/21/2012   M   1,807 A $ 0 233,007 D

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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

Restricted Stock Units

$ 0

12/19/2012

M

160,000

(1)

(1)

Common stock

160,000

$ 0

160,000

D

Restricted Stock Units

$ 0

12/21/2012

M

1,807

12/21/2012(2)

12/21/2014

Common Stock

1,807

$ 0

3,614

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KHOSROWSHAHI DARA C/O TRIPADVISOR, INC. 141 NEEDHAM STREET NEWTON, MA 02464	X

Signatures

/s/ Suzanne Filippi, attorney-in-fact		12/21/2012
**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)	Represents Restricted Stock Units (the "RSUs") for shares of the Issuer's common stock awarded pursuant to that certain Restricted Stock Unit Agreement with the reporting person, dated as of December 20, 2011 (the "RSU Agreement"). Pursuant to the RSU Agreement, 50% of the RSUs vested on December 11, 2012. The remaining 50% of the RSUs under the RSU Agreement shall vest if and when the Issuer satisfies performance-related goals. Upon achievement of these performance goals, 75% of the RSUs will vest immediately and the remaining 25% of the RSUs will vest one year from such achievement, subject in each case to certain service conditions provided in the RSU Agreement.
(2)	Date at which first vesting has occured is indicated. One-third of the total number of the RSUs vest on the first vesting date and an additional one-third each anniversary thereafter until the RSUs are fully vested.

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