Sec Form 13D Filing - MAFFEI GREGORY B filing for Liberty TripAdvisor Holdings Inc. (LTRPA) - 2024-02-12

 

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

LIBERTY TRIPADVISOR HOLDINGS, INC. 

(Name of Issuer)

 

Series A Common Stock, par value $.01 per share

Series B Common Stock, par value $.01 per share

(Title of Class of Securities)

 

Series A Common Stock: 531465102

Series B Common Stock: 531465201

(CUSIP Numbers)

 

Gregory B. Maffei 

c/o Liberty TripAdvisor Holdings, Inc. 

12300 Liberty Boulevard 

Englewood, Colorado 80112 

(720) 875-5200 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

February 9, 2024 

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No.
	Series A Common Stock:  531465102
	Series B Common Stock:  531465201
1.	Names of Reporting Persons
	Gregory B. Maffei
2.	Check the Appropriate Box if a Member of a Group
	(a)	¨
	(b)	¨
3.	SEC Use Only
4.	Source of Funds OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization U.S.

 

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power Series A Common Stock: 0 (1) Series B Common Stock: 4,512,534 (2)
	8.	Shared Voting Power Series A Common Stock:  0 Series B Common Stock:  0
	9.	Sole Dispositive Power Series A Common Stock: 0 (1) Series B Common Stock: 4,512,534 (2)
	10.	Shared Dispositive Power Series A Common Stock:  0 Series B Common Stock:  0

 

11.	Aggregate Amount Beneficially Owned by Each Reporting Person Series A Common Stock:  0 (1) Series B Common Stock: 4,512,534 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13.	Percent of Class Represented by Amount in Row (11) Series A Common Stock:  0% Series B Common Stock:  96.9% (3)
14.	Type of Reporting Person IN

 

(1)	Does not include shares of the Issuer’s (as defined below) Series A Common Stock, par value $0.01 per share (the “Series A Common Stock”), issuable upon conversion of shares of the Issuer’s Series B Common Stock, par value $0.01 per share (the “Series B Common Stock,” and, together with the Series A Common Stock, the “Common Stock”), beneficially owned by Mr. Gregory B. Maffei (“Mr. Maffei”); however, if such shares of Series A Common Stock were included, Mr. Maffei would beneficially own, in the aggregate, 4,512,534 shares of Series A Common Stock, and Mr. Maffei’s aggregate beneficial ownership of Series A Common Stock, as a series, would be 5.8% of such shares of Series A Common Stock outstanding, subject to the relevant footnotes set forth herein.
(2)	Includes 599,222 shares of Series B Common Stock that are subject to options, which are exercisable as of, or will be exercisable within, 60 days of the date hereof.
(3)	For purposes of calculating the beneficial ownership of Mr. Maffei, the total number of shares of Series A Common Stock outstanding was 72,821,919 and the total number of shares of Series B Common Stock outstanding was 4,057,532, in each case, based on outstanding shares as of October 31, 2023, as reported by Liberty TripAdvisor Holdings, Inc., a Delaware corporation (the “Issuer”), in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the SEC on November 6, 2023 and, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after adjustment for Mr. Maffei’s vesting of restricted stock units into shares of Series B Common Stock, as reported in the Form 4 filed by Mr. Maffei with the SEC on December 18, 2023, and the assumed exercise of all options and other rights to acquire shares of Common Stock held by Mr. Maffei and exercisable within 60 days of the date hereof. Each share of Series B Common Stock is convertible, at the option of the holder, into one share of Series A Common Stock. Each share of Series A Common Stock is entitled to one vote, whereas each share of Series B Common Stock is entitled to ten votes. Accordingly, Mr. Maffei may be deemed to beneficially own voting equity securities representing approximately 37.8% of the voting power with respect to the general election of directors of the Issuer based on the outstanding shares noted above and calculated pursuant to Rule 13d-3 of the Exchange Act. See Item 5.

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D/A 

(Amendment No. 6)

 

Statement of

 

GREGORY B. MAFFEI

 

Pursuant to Section 13(d) of the Securities Exchange Act of 1934

 

in respect of

 

LIBERTY TRIPADVISOR HOLDINGS, INC.

 

This statement on Schedule 13D relates to the Series A common stock, par value $0.01 per share (the “Series A Common Stock”), and Series B common stock, par value $0.01 per share (the “Series B Common Stock,” and, together with the Series A Common Stock, the “Common Stock”), of Liberty TripAdvisor Holdings, Inc. (the “Issuer”). The statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) by the Reporting Person, Mr. Gregory B. Maffei (“Mr. Maffei” or the “Reporting Person”), on December 31, 2014, as amended by Amendment No. 1 to the Statement on Schedule 13D filed by Mr. Maffei with the SEC on September 17, 2019, Amendment No. 2 to the Statement on Schedule 13D filed by Mr. Maffei with the SEC on October 25, 2019, Amendment No. 3 to the Statement on Schedule 13D filed by Mr. Maffei with the SEC on March 18, 2020, Amendment No. 4 to the Statement on Schedule 13D filed by Mr. Maffei with the SEC on December 21, 2020 and Amendment No. 5 to the Statement on Schedule 13D filed by Mr. Maffei with the SEC on June 2, 2023 (collectively, the “Schedule 13D”), is hereby amended and supplemented to include the information set forth herein. This amended statement on Schedule 13D (the “Amendment”) constitutes Amendment No. 6 to the Schedule 13D (the Schedule 13D, as amended by the Amendment, collectively, the “Statement”). Capitalized terms not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.

 

Item 4. Purpose of Transaction.

 

The information contained in Item 4 of the Schedule 13D is hereby amended to delete the last four paragraphs thereof and supplemented to include the following information:

 

On February 9, 2024, the Issuer’s board of directors authorized the Issuer to engage in discussions with respect to a potential transaction (“Potential Transaction”), pursuant to which all of the outstanding stock of the Issuer and all of the outstanding common stock and Class B common stock of Tripadvisor, Inc., a Delaware corporation (“Tripadvisor”), would be acquired concurrently for cash. In any such Potential Transaction, it is anticipated that (i) all outstanding shares of Tripadvisor’s common stock and Class B common stock would receive the same per share cash consideration, and (ii) all outstanding shares of Common Stock of the Issuer would receive the same per share cash consideration (with the amount thereof to be determined based on the per share consideration that would be payable for the underlying shares of Tripadvisor owned by the Issuer following satisfaction of outstanding liabilities, including consideration due to holders of the Issuer’s preferred stock). The board of directors of Tripadvisor has formed a special committee comprised of independent and disinterested directors of the board of directors of Tripadvisor (“Special Committee”). The Special Committee has authorized Tripadvisor to, among other things, engage in discussions with respect to a Potential Transaction, subject to certain guidelines. If any such Potential Transaction is consummated, each of the Issuer and Tripadvisor would cease to be publicly traded companies.

 

Any Potential Transaction would be subject to, among other things, the negotiation and execution of mutually acceptable definitive transaction documents and applicable board approvals of each of the Issuer and Tripadvisor, including the approval of the Special Committee. No further updates on any Potential Transaction will be provided unless and until definitive documents are executed or discussions among the various parties terminate, or unless otherwise required by applicable law.

 

The shares of Common Stock beneficially owned by Mr. Maffei and described in this Statement are being held by him for investment purposes.

 

 

Other than as set forth in this Amendment, Mr. Maffei does not have any present plans or proposals which relate to or would result in: (i) any acquisition by any person of additional securities of the Issuer, or any disposition of securities of the Issuer; (ii) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iii) any sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer’s business or corporate structure; (vii) any change in the Issuer’s charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (viii) any delisting from a national securities exchange or any loss of authorization for quotation in an inter-dealer quotation system of a registered national securities association of a class of securities of the Issuer; (ix) any termination of registration pursuant to Section 12(g)(4) of the Exchange Act of a class of equity securities of the Issuer; or (x) any action similar to any of those enumerated above.

 

Mr. Maffei is Chairman of the Board, President and Chief Executive Officer of the Issuer. As a result, Mr. Maffei regularly has discussions with members of Issuer management, board members of the Issuer, and stockholders of the Issuer, which discussions from time to time relate to management, governance and board composition, the Issuer’s operations and financial condition or strategic transactions.

 

Notwithstanding the foregoing, Mr. Maffei may determine to change his intentions with respect to the Issuer at any time in the future and may, for example, elect (i) subject to the terms of the Standstill Letter, to acquire additional shares of Common Stock in open market or privately negotiated transactions or (ii) to dispose of all or a portion of his holdings of shares of Common Stock. In reaching any determination as to his future course of action, Mr. Maffei will take into consideration various factors, such as the Issuer’s business and prospects, other developments concerning the Issuer, other business opportunities available to Mr. Maffei, tax and estate planning considerations, liquidity needs and general economic and stock market conditions, including, but not limited to, the market prices of the Common Stock.

 

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) - (b) Mr. Maffei beneficially owns (without giving effect to the conversion of shares of Series B Common Stock into shares of Series A Common Stock) (i) no shares of Series A Common Stock, which shares represent 0% of the outstanding shares of Series A Common Stock, and (ii) 4,512,534 shares of Series B Common Stock (including 599,222 shares that are subject to options, which are exercisable as of, or will be exercisable within 60 days of, the date hereof), which shares represent approximately 96.9% of the outstanding shares of Series B Common Stock. For purposes of calculating the forgoing percentage interests, the total number of shares of Series A Common Stock outstanding was 72,821,919 and the total number of shares of Series B Common Stock outstanding was 4,057,532, in each case, based on outstanding shares as of October 31, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “10-Q”), filed with the SEC on November 6, 2023 and, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after adjustment for Mr. Maffei’s vesting of restricted stock units into shares of Series B Common Stock, as reported in the Form 4 filed by Mr. Maffei with the SEC on December 18, 2023, and the assumed exercise of all options and other rights to acquire shares of Common Stock held by Mr. Maffei and exercisable within 60 days of the date hereof. Each share of Series B Common Stock is convertible, at the option of the holder, into one share of Series A Common Stock. Each share of Series A Common Stock is entitled to one vote, whereas each share of Series B Common Stock is entitled to ten votes. Accordingly, Mr. Maffei may be deemed to beneficially own voting equity securities representing approximately 37.8% of the voting power with respect to the general election of directors of the Issuer based on the outstanding shares noted above and calculated pursuant to Rule 13d-3 of the Exchange Act.

 

Mr. Maffei has the sole power to vote and to dispose of, or to direct the voting or disposition of, his shares of Common Stock, subject to the consultation right previously described in Item 6 of the Statement.

 

(c)            On December 15, 2023, 320,057 restricted stock units granted to Mr. Maffei on December 15, 2019 vested into 320,057 shares of Series B Common Stock. Other than as disclosed in this Amendment, Mr. Maffei has not effected any transactions with respect to the Common Stock during the 60 days preceding the date hereof.

 

(d)

Not Applicable.

 

(e)

Not Applicable.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

Dated: February 12, 2024

 

	By:	/s/ Gregory B. Maffei
		Gregory B. Maffei

 

[Signature Page to GM Amendment No. 6 to Liberty TripAdvisor Holdings, Inc. 13D]