Trupanion Inc.

11/29/2024 | Press release | Distributed by Public on 11/29/2024 13:07

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 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 *
WHEELER SIMON
2. Issuer Name and Ticker or Trading Symbol
TRUPANION, INC. [TRUP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Trupanion International
(Last) (First) (Middle)
4TH FLOOR CHARTER HOUSE, WOODLANDS ROAD 		3. Date of Earliest Transaction (Month/Day/Year)
11/12/2024
(Street)
ALTRINCHAM, X0 WA14 1HF 		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 11/12/2024 M 40 A (1) 9,555 D
Common Stock 11/12/2024 F 18(2) D $41.55 9,537 D
Common Stock 11/25/2024 M 975 A (1) 10,512 D
Common Stock 11/25/2024 F 458(2) D $53.46 10,054 D
Common Stock 11/25/2024 M 321 A (1) 10,375 D
Common Stock 11/25/2024 F 150(2) D $53.46 10,225 D
Common Stock 11/22/2024 M 1,526 A (1) 11,751 D
Common Stock 11/22/2024 F 717(2) D $53.6 11,034 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Unit (RSU) (1) 11/12/2024 M 40 (3) (3) Common Stock 40 $ 0 0 D
Restricted Stock Unit (RSU) (1) 11/25/2024 M 975 (4) 11/25/2025(4) Common Stock 975 $ 0 3,897 D
Restricted Stock Unit (RSU) (1) 11/25/2024 M 321 (5) 08/25/2027(5) Common Stock 321 $ 0 3,537 D
Restricted Stock Unit (RSU) (1) 11/22/2024 M 1,526 (6) 02/22/2026(6) Common Stock 1,526 $ 0 7,627 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WHEELER SIMON
4TH FLOOR CHARTER HOUSE
WOODLANDS ROAD
ALTRINCHAM, X0 WA14 1HF 		EVP, Trupanion International

Signatures

/s/ Christina Poler as attorney-in-fact for Simon Wheeler 11/29/2024
**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) 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 November 12, 2024, the reporting person was granted 40 restricted stock units (RSUs). The RSUs were issued in lieu of a cash bonus pursuant to the Issuer's cash bonus conversion program. The RSUs were fully vested on the grant date.
(4) On November 12, 2021, the reporting person was granted 15,588 restricted stock units (RSUs). The RSUs vested and converted into common stock of the Issuer as to 1/4th of the total shares on November 25, 2022, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
(5) On August 14, 2023, the reporting person was granted 5,144 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.
(6) On February 27, 2024, the reporting person was granted 12,203 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/8th of the total shares on May 22, 2024, after which 1/8th of the total shares vest quarterly, subject to continued service through each vest date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.