Chief Administration Officer Mcgibney Brenna converted options into 648 shares and covered exercise/tax liability with 344 shares, increasing direct ownership by 9% to 3,707 units (SEC Form 4)
$TRUP
Medical Specialities
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TRUPANION, INC. [ TRUP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/25/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/25/2025 | M | 234 | A | (1) | 3,637 | D | |||
| Common Stock | 05/25/2025 | F | 125(2) | D | $47.78 | 3,512 | D | |||
| Common Stock | 05/25/2025 | M | 31 | A | (1) | 3,543 | D | |||
| Common Stock | 05/25/2025 | F | 16(2) | D | $47.78 | 3,527 | D | |||
| Common Stock | 05/25/2025 | M | 18 | A | (1) | 3,545 | D | |||
| Common Stock | 05/25/2025 | F | 9(2) | D | $47.78 | 3,536 | D | |||
| Common Stock | 05/25/2025 | M | 338 | A | (1) | 3,874 | D | |||
| Common Stock | 05/25/2025 | F | 180(2) | D | $47.78 | 3,694 | D | |||
| Common Stock | 05/25/2025 | M | 27 | A | (1) | 3,721 | D | |||
| Common Stock | 05/25/2025 | F | 14(2) | D | $47.78 | 3,707 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 Unit (RSU) | (1) | 05/25/2025 | M | 234 | (3) | 08/25/2026(3) | Common Stock | 234 | $0 | 1,168 | D | ||||
| Restricted Stock Unit (RSU) | (1) | 05/25/2025 | M | 31 | (4) | 02/27/2027(4) | Common Stock | 31 | $0 | 217 | D | ||||
| Restricted Stock Unit (RSU) | (1) | 05/25/2025 | M | 18 | (5) | 05/25/2027(5) | Common Stock | 18 | $0 | 138 | D | ||||
| Restricted Stock Unit (RSU) | (1) | 05/25/2025 | M | 338 | (6) | 08/25/2027(6) | Common Stock | 338 | $0 | 3,043 | D | ||||
| Restricted Stock Unit (RSU) | (1) | 05/25/2025 | M | 27 | (7) | 08/14/2023(7) | Common Stock | 27 | $0 | 244 | D | ||||
| Explanation of Responses: |
| 1. Restricted stock units convert into common stock on a one-for-one basis. |
| 2. This Form 4 discloses the shares of common stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the vesting of the restricted stock units, and does not represent a sale by the reporting person. |
| 3. On August 12, 2022, the reporting person was granted 3,738 restricted stock units (RSUs). The RSUs vest and will convert to common stock of the Issuer as to 1/4th of the total shares on August 25, 2023, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date. |
| 4. On February 27, 2023, the reporting person was granted 495 restricted stock units (RSUs). The RSUs vest and will convert to common stock of the Issuer as to 1/4th of the total shares on February 25, 2024, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date. |
| 5. On May 15, 2023, the reporting person was granted 277 restricted stock units (RSUs). The RSUs vested and converted into common stock of the Issuer as to 1/4th of the total shares on May 25, 2024, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date. |
| 6. On August 14, 2023, the reporting person was granted 5,410 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/4th of the total shares on August 25, 2024, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date. |
| 7. On August 14, 2023, the reporting person was granted 434 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/4th of the total shares on August 25, 2024, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date. |
| Remarks: |
| /s/ Christina Poler as attorney-in-fact for Brenna McGibney | 05/28/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||