Trupanion Inc.

09/12/2025 | Press release | Distributed by Public on 09/12/2025 18:31

Statement of Changes in Beneficial Ownership (Form 4)

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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
RUBIN HOWARD E
2. Issuer Name and Ticker or Trading Symbol
TRUPANION, INC. [TRUP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O TRUPANION, INC., 6100 4TH AVENUE SOUTH, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2025
(Street)
SEATTLE, WA 98108
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 02/27/2025 M 81 A (1) 231,354 D
Common Stock 02/27/2025 M 81 A (1) 231,435 D
Common Stock 05/22/2025 M 82 A (1) 231,517 D
Common Stock 05/22/2025 M 82 A (1) 231,599 D
Common Stock 08/22/2025 M 105 A (1) 231,704 D
Common Stock 08/22/2025 M 105 A (1) 231,809 D
Common Stock 08/22/2025 M 105 A (1) 231,914 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) 02/27/2025 A 163 (2) (2) Common Stock 163 $ 0 163 D
Restricted Stock Unit (RSU) (1) 02/27/2025 A 163 (2) (2) Common Stock 163 $ 0 163 D
Restricted Stock Unit (RSU) (1) 02/27/2025 M 81 (2) (2) Common Stock 81 $ 0 82 D
Restricted Stock Unit (RSU) (1) 02/27/2025 M 81 (2) (2) Common Stock 81 $ 0 82 D
Restricted Stock Unit (RSU) (1) 05/22/2025 M 82 (2) (2) Common Stock 82 $ 0 0 D
Restricted Stock Unit (RSU) (1) 05/22/2025 M 82 (2) (2) Common Stock 82 $ 0 0 D
Restricted Stock Unit (RSU) (1) 08/22/2025 M 105 (3) (3) Common Stock 105 $ 0 318 D
Restricted Stock Unit (RSU) (1) 08/22/2025 M 105 (3) (3) Common Stock 105 $ 0 318 D
Restricted Stock Unit (RSU) (1) 08/22/2025 M 105 (3) (3) Common Stock 105 $ 0 318 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RUBIN HOWARD E
C/O TRUPANION, INC.
6100 4TH AVENUE SOUTH, SUITE 200
SEATTLE, WA 98108
X

Signatures

/s/ Christina Poler as attorney-in-fact for Howard E. Rubin 09/12/2025
**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) On February 27, 2025, the reporting person received two separate grants of 163 restricted stock units (RSUs) each in connection with his service on the board of directors of wholly-owned subsidiaries of the Issuer. 50% of the RSUs vested immediately upon grant. The remaining 50% of the RSUs vested and converted into common stock of the Issuer on May 22, 2025.
(3) On May 9, 2025, the reporting person received three separate grants of 423 RSUs each in connection with his service on the board of directors of wholly-owned subsidiaries of the Issuer. The RSUs vest and convert into common stock of the Issuer as to 1/4th of the total shares on each of August 22, 2025, November 22, 2025, February 22, 2026, and May 22, 2026, 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.
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