Item 8.01. Other Events
On December 11, 2012 Liberty Interactive Corporation ("Liberty") and
TripAdvisor, Inc. ("TripAdvisor") announced that Liberty has purchased a total
of 4,799,848 shares of common stock of TripAdvisor from Barry Diller and The
Diller-von Furstenberg Family Foundation at a price of $62.50 per share. As part
of the transaction, Mr. Diller's right to control the vote of the shares of
TripAdvisor's common stock and Class B common stock that are beneficially owned
by Liberty has been terminated and Liberty now controls a majority voting stake
in TripAdvisor. Giving effect to the transactions, Liberty owns and controls
18,159,752 shares of common stock and 12,799,999 shares of Class B common stock
of TripAdvisor, representing approximately 22% of the equity and 57% of the
total votes of all classes of TripAdvisor common stock. Liberty has attributed
the shares of TripAdvisor common stock that it owns to its Liberty Ventures
tracking stock group.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Name
99.1 Press Release dated December 11, 2012