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O’Melveny & Myers LLP T: +1 415 984 8700 File Number:
                                            0505809-00007

Two Embarcadero Center F: +1 415 984 8701

San Francisco, CA 94111-3823 omm.com

February 20, 2025   C.
                                            Brophy Christensen

    D: +1 415 984 8793

VIA EDGAR   bchristensen@omm.com

Mr. Perry Hindin

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

Washington, D.C. 20549

Re: Liberty
                                            TripAdvisor Holdings, Inc.

  Schedule 13E-3 filed January 23, 2025

  File No. 005-88301

  Preliminary Proxy Statement on Schedule 14A

  Filed January 23, 2025

  File No. 001-36603

Dear Mr. Hindin:

On behalf of our client, Liberty TripAdvisor Holdings, Inc.
(“Liberty TripAdvisor”), we are providing its responses to the comments of the Staff of the Division of Corporation
Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in your letter, dated February 12,
2025, with respect to the filings referenced above.

This letter and each of Amendment No. 1 to
the Schedule 13E-3 (as amended, the “Schedule 13E-3”) and an amended Preliminary Proxy Statement on Schedule 14A (as
amended, the “Schedule 14A”) are being filed electronically via the EDGAR system today. The Schedule 14A contains
the preliminary proxy statement and notice of Liberty TripAdvisor. Capitalized terms used and not defined herein have the meanings given
in the Schedule 13E-3 and Schedule 14A, as applicable.

For your convenience, we have restated below the
Staff’s comments in bold, followed by our response to each such comment. Page references in our responses correspond to the
pages in the Schedule 13E-3 and Schedule 14A, as applicable:

Schedule 13E-3 and Preliminary Proxy Statement on Schedule 14A

General

1.            We
note that Tripadvisor has requested confidential treatment for Exhibits (c)(4) through (9), (c)(11) through (c)(13) and (c)(16)
through (c)(18). We will review and provide comments on the request separately. All comments concerning the confidential treatment request
should be resolved prior to mailing the proxy statement.

Austin • Century
City • Dallas • Houston • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley
 • Washington, DC

Beijing • Brussels
 • Hong Kong • London • Seoul • Shanghai • Singapore • Tokyo

Response: Liberty TripAdvisor respectfully
acknowledges the Staff’s comment.

2.            We
note the following disclosure in the Schedule 13E-3: “The information concerning Liberty TripAdvisor contained in, or incorporated
by reference into, this transaction statement and the proxy statement was supplied by Liberty TripAdvisor. Similarly, all information
concerning each other filing person contained in, or incorporated by reference into, this transaction statement and the proxy statement
was supplied by such filing person. No filing person, including Liberty TripAdvisor, is responsible for the accuracy of any information
supplied by any other filing person.” This statement is inconsistent with the disclosures in the filing, including the required
attestation that appears at the outset of the signature pages, and operates as an implied disclaimer of responsibility for the filing.
Please revise or delete.

Response: Liberty TripAdvisor respectfully
acknowledges the Staff’s comment. In response to the Staff’s comment, Liberty TripAdvisor has revised the disclosure on page 3
of the Schedule 13E-3.

3.            Rule 13e-3
requires that each issuer and affiliate engaged in a going private transaction file a Schedule 13E-3 and furnish the required disclosures.
We note that Mr. Maffei is the non-employee President, Chief Executive Officer and Chairman of Liberty TripAdvisor, director of
Tripadvisor, signatory to the Maffei voting agreement, beneficially owns 97.3% of the Liberty TripAdvisor Series B common stock
and holds approximately 41.4% of the total voting power of the issued and outstanding shares of Liberty TripAdvisor common stock in the
aggregate, each as of December 31, 2024. We also note disclosure on pages 62 and 63 summarizing preliminary presentations presented
or delivered by Centerview on September 5 and 12 and October 4, 6 and 11, 2024 that contained “an overview of the proposed
transaction framework of a potential acquisition of Liberty TripAdvisor ‘communicated by Certares…” (emphasis
added). In your response letter, please explain why Gregory B. Maffei and Certares, as the sole holder of all the issued and outstanding
shares of Liberty TripAdvisor preferred stock, are not affiliates of Liberty TripAdvisor engaged directly or indirectly in the Rule 13e-3
transaction and should not be listed as signatories to the Schedule 13E-3 signature page and included as filing persons. Alternatively,
please revise the Schedule 13E-3 to include Mr. Maffei and Certares as filing persons.

Response: In response to the Staff’s
comment and after careful consideration of the text of Rule 13e-3 (“Rule 13e-3”) under the Exchange Act,
including, without limitation, the Division of Corporation Finance’s guidance in the Going Private Transactions, Exchange Act Rule 13e-3
and Schedule 13E-3 Compliance and Disclosure Interpretations (“C&DIs”), the Interpretative Release Relating to
Going Private Transactions Under Rule 13e-3 (Release No. 34-17719, April 13, 1981) (the “Interpretative Release”),
Rule 12b-2 under the Exchange Act, and Release No. 34-39538 (Jan. 12, 1998) relating to Amendments to Beneficial Ownership
Reporting Requirements (the “Beneficial Ownership Reporting Amendments Release”), Liberty TripAdvisor determined,
and respectfully submits to the Staff, that (i) although Mr. Maffei may be deemed an affiliate of Liberty TripAdvisor, Mr. Maffei
is not “engaged” in the Rule 13e-3 transaction, and therefore, is not required to be included as a signatory to the
Schedule 13E-3 signature page and included as a filing person, and (ii) because Certares is not an “affiliate”
of Liberty TripAdvisor, Certares similarly is not required to be included as a signatory to the Schedule 13E-3 signature page and
included as a filing person. We address each point in turn.

    2

 a. Mr. Maffei is not “engaged” in the Rule 13e-3
                                            transaction.

As noted by the Staff in comment 3, Mr. Maffei
may be deemed an “affiliate” of Liberty TripAdvisor because Mr. Maffei beneficially owns approximately 97.3% of the
Liberty TripAdvisor Series B common stock and approximately 41.4% of the total voting power of Liberty TripAdvisor common stock
in the aggregate, each as of December 31, 2024 and serves as Liberty TripAdvisor’s non-employee President, Chief Executive
Officer and Chairman of the Liberty TripAdvisor Board. Notwithstanding these facts, and also notwithstanding the fact that Mr. Maffei
is a director of Tripadvisor and a signatory to the Maffei voting agreement supporting the transactions contemplated by the merger agreement,
including the combination (collectively, the “Transaction”), Liberty TripAdvisor respectfully submits that the facts
and circumstances of Mr. Maffei’s role in the proposed Transaction do not rise to the level of Mr. Maffei being “engaged”
in the Rule 13e-3 transaction because Mr. Maffei does not expect to, and will not, receive any special treatment as a result
of the transaction. As described in the “Special Factors—Background of the Merger” section of the Schedule 14A,
the Transaction was planned and pursued by the Liberty TripAdvisor Board after the original proposal for the Transaction was submitted
by Certares to the Special Committee of the Tripadvisor Board, of which Mr. Maffei is not a member—Mr. Maffei’s
role in the Transaction is no more significant than any other member of management or the Liberty TripAdvisor Board, except with respect
to the voting of his shares.

In C&DI 201.05, the Staff clarified that two
separate but related issues may be raised when determining “filing-person” status in a going-private transaction. The first
issue is whether the person is an “affiliate” of the issuer within the scope of Rule 13e-3(a)(1). As noted above, Liberty
TripAdvisor acknowledges that Mr. Maffei may be deemed an affiliate of Liberty TripAdvisor. However, being an affiliate is not sufficient
to require the affiliate to be a filing person: the second issue posed by Question 201.05 is whether an affiliate of the issuer is deemed
to be “engaged” in the going-private transaction.

Specific to members of management and directors,
C&DI 201.05 states that “[d]epending on the facts and circumstances of the transaction, such management affiliates also might
be deemed to be engaged in the transaction and may incur a Schedule 13E-3 filing obligation separate from that of the issuer.”
The C&DI further notes that “[a]n important aspect of the staff’s analysis was the fact that the issuer’s management
ultimately would hold a material amount of the surviving company’s outstanding equity securities, occupy seats on the board of
the company in addition to senior management positions, and otherwise be in a position to “control” the surviving company
within the meaning of Exchange Act Rule 12b-2 . . . .” Similarly, although not specific to filing person status, C&DI
201.01 also generally provides that continuity of management post-transaction is an important policy consideration when evaluating the
requirements of Rule 13e-3, and specifically, that factors to consider include: “increases in consideration to be received
by management, alterations in management’s executive agreements favorable to such management, the equity participation of management
in the acquiror, and the representation of management on the board of the acquiror.”

    3

Liberty TripAdvisor respectfully submits that
because the foregoing factors are not generally present with respect to Mr. Maffei, Mr. Maffei is not “engaged in”
the Rule 13e-3 transaction. Other than the fact that Mr. Maffei has proportionally greater voting power, in his capacity as
a stockholder of Liberty TripAdvisor, than other directors and management of Liberty TripAdvisor (and the fact that Mr. Maffei has
agreed to vote those shares in favor of the Transaction in accordance with the terms of the Maffei voting agreement), Mr. Maffei
(i) has not negotiated, and will not receive, any role in the management of the surviving company, (ii) although he will remain
a director of Tripadvisor, has not sought any increases in consideration to be received favorable only to himself, (iii) has not
negotiated, and will not receive, any alterations in agreements favorable only to himself, and (iv) has not negotiated, and will
not receive, any equity ownership in the surviving company. Indeed, Mr. Maffei’s significant voting power in Liberty TripAdvisor
will effectively disappear as a result of the Transaction: Mr. Maffei will receive the same cash consideration in the Transaction
for all of his shares of Liberty TripAdvisor common stock as any other common stockholder, and Mr. Maffei’s equity ownership
and voting power in Tripadvisor following the consummation of the Transaction will be less than one-percent (and represent only shares
currently owned by Mr. Maffei).

Although Mr. Maffei is, and will remain after
the Transaction, a director of Tripadvisor, other than the Maffei voting agreement, there are no contractual agreements or arrangements
among Mr. Maffei and any party to the Transaction with respect to post-closing employment or compensation, incentive or equity arrangements,
including no employment agreements, offer letters or term sheets with respect to the foregoing. Similarly, as described in the Schedule
14A, Mr. Maffei’s Liberty TripAdvisor equity awards outstanding as of the closing of the Transaction will be converted into
cash consideration at the closing of the Transaction, subject to the terms and conditions described in the merger agreement—the
same treatment as other executive officers and directors of Liberty TripAdvisor. And there are no agreements among Mr. Maffei and
any party to the Transaction or their affiliates with respect to “rollover” or similar arrangements with respect to any equity
securities of Liberty TripAdvisor held by Mr. Maffei.

Simply put, Mr. Maffei is no differently
situated than any other director or executive officer of Liberty TripAdvisor, and has not negotiated, and will not receive, any unique
consideration or other benefits. Taken together with the fact that Mr. Maffei’s role in the Transaction is no more significant
than any other member of management or the Liberty TripAdvisor Board (except with respect to the voting of his shares), Mr. Maffei
is not “engaged” in the Transaction for purposes of Rule 13e-3.

 b. Certares is not an “affiliate” of Liberty TripAdvisor.

As noted by the Staff in comment 3, Certares is
the holder of all the issued and outstanding shares of Liberty TripAdvisor preferred stock. Notwithstanding this fact, Liberty TripAdvisor
respectfully submits that Certares is not an “affiliate” of Liberty TripAdvisor, and therefore, is not subject to Rule 13e-3.

    4

Rule 13e-3(a)(1) defines an “affiliate”
of an issuer as “a person that directly or indirectly through one or more intermediaries controls, is controlled by or is under
common control with such issuer.” Exchange Act Rule 12b-2 defines “control” to mean “the possession, direct
or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership
of voting securities, by contract, or otherwise.”

Courts, the Securities and Exchange Commission
and the Staff have all historically stated that the determination of “control” depends upon all relevant facts and circumstances.
As a result, the Division of Corporation Finance has “historically declined to express any view on the affiliation of any person
to an issuer of securities on the ground that the question is a matter of fact best determined by the parties and their advisors.”
First Gen’l Resources Co., SEC No-Action Letter (Aug. 23, 1988). Liberty TripAdvisor has determined that Certares is not affiliate
of Liberty TripAdvisor because Certares cannot direct or cause the direction of the Liberty TripAdvisor’s management and policies,
whether through the ownership of voting securities, by contract, or otherwise.

As noted in footnote 28 of the Interpretive Release,
 “The existence of a control relationship [between a target company and an acquiror] does not turn solely upon the ownership of
any specific percentage of securities. Rather, the question is whether there is the ability, directly or indirectly, to direct or to
cause the direction of the management and policies of [the target], whether through the ownership of voting securities, contract or otherwise.”
Here, Certares: (i) owns no outstanding voting securities of Liberty TripAdvisor, (ii) has no representation in management
or on the Liberty TripAdvisor Board (and no rights to designate or appoint any members of the Board except customary rights triggered
only upon the occurrence of certain events), (iii) has no information rights or rights to participate in meetings of the Board and
(iv) has only very limited other indicia of control other than its ownership of the non-voting Liberty TripAdvisor preferred stock
in the form of contractual agreements with respect to its investment in the shares of Liberty TripAdvisor preferred stock (which include
customary consent rights set forth in the Certificate of Designations of and investment agreements relating to the Liberty TripAdvisor
preferred stock). That preferred stock, without more, is simply not sufficient to grant Certares the ability to cause the direction of
management and policies of Liberty TripAdvisor—as disclosed in Liberty TripAdvisor’s latest period report (its Annual Report
on Form 1