Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Halpin Dermot
 2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2015		 3. Issuer Name and Ticker or Trading Symbol
TripAdvisor, Inc. [TRIP]
(Last)
(First)
(Middle)
C/O TRIPADVISOR, INC., 141 NEEDHAM STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Vacation Rentals
 5. If Amendment, Date Original Filed(Month/Day/Year)
02/17/2015
(Street)

NEWTON, MA 02464		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, Par Value $.001 Per Share 2,360
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units 02/15/2015(1)   (2) Common Stock 3,215 $ 0 D  
Restricted Stock Units 02/15/2015(3)   (4) Common Stock 3,869 $ 0 D  
Stock Option (Right to Buy) 11/30/2012(5) 11/30/2018 Common Stock 47,190 $ 29.48 D  
Stock Option (Right to Buy) 02/01/2016(6) 02/27/2020 Common Stock 66,667 $ 45.27 D  
Stock Option (Right to Buy) 02/15/2015(7) 02/27/2020 Common Stock 33,333 $ 45.27 D  
Stock Option (Right to Buy) 02/15/2014(8) 02/27/2023 Common Stock 19,213 $ 45.27 D  
Stock Option (Right to Buy) 02/15/2015(9) 02/21/2024 Common Stock 7,973 $ 96.92 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Halpin Dermot
C/O TRIPADVISOR, INC.
141 NEEDHAM STREET
NEWTON, MA 02464		       President, Vacation Rentals  

Signatures

/s/ Linda C. Frazier, attorney in fact 02/24/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Of such RSUs, 1,072 vest on February 15, 2015, 1,072 vest on February 15, 2016 and 1,071 vest on February 15, 2017. This amendment is being filed to accurately reflect this vesting schedule.
(2) Shares will be issued shortly after vesting.
(3) Of such RSUs, 968 vest on February 15, 2015 and 967 vest on each of February 15, 2016, February 15, 2017 and February 15, 2018. This amendment is being filed to accurately reflect this vesting schedule.
(4) Shares will be issued shortly following vesting.
(5) Of such options, 23,595 are currently exercisable and 23,595 become exercisable on November 29, 2015.
(6) All of such options become exercisable on February 1, 2016.
(7) All of such options are currently exercisable.
(8) Of such options, 6,405 are currently exercisable, and 6,404 become exercisable on each of February 15, 2016 and February 15, 2017.
(9) Of such options, 1,994 are currently exercisable and 1,993 become exercisable on each of February 15, 2016, February 15, 2017 and February 15, 2018.

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