RAWLINGS DARRYL 4

What Happened

• Darryl Rawlings, a director of Trupanion, reported the conversion/exercise of 312 derivative units on May 22, 2026. The Form 4 shows 312 shares acquired via conversion/exercise and an equal 312-share disposition at $0.00, resulting in no reported cash proceeds and a net zero change in held shares on that transaction date.
• The filing treats the items as derivative conversions (transaction code M). No dollar value for the acquisition was reported (Acquired: N/A; Disposed: $0.00).

Key Details

• Transaction date: 2026-05-22; Form 4 filed: 2026-05-27 (filed 5 days after the transaction — later than the typical 2-business-day Form 4 deadline).
• Shares involved: 312 acquired via conversion; 312 disposed at $0.00 (net zero change).
• Shares owned after transaction: not specified in the excerpt; the filing states that beneficial ownership figures were adjusted to correct prior scrivener’s errors (see footnote summary).
• Relevant footnotes:
  • F1: Restricted stock units (RSUs) convert one-for-one into common stock.
  • F2: Reporting person’s beneficial ownership totals were corrected for prior scrivener’s errors.
  • F3: The reporting person was granted 5,000 RSUs on Feb 27, 2024, with an initial 1/4 vesting on Feb 22, 2025 and subsequent 1/16th quarterly vesting (312.5 shares ≈ 312).
• Filing timeliness: marked late relative to the usual 2-business-day Form 4 requirement (filed 5 days after the reported transaction).

Context

• The filings are consistent with routine RSU vesting: vested RSUs convert into shares (derivative conversion). The simultaneous disposition at $0.00 typically indicates shares were surrendered/withheld rather than sold for cash (commonly done to satisfy tax withholding), which explains the net-zero change. This type of entry is generally administrative and does not necessarily indicate a buy or sell signal about the insider’s market view.