Statement of Changes in Beneficial Ownership (4)
21 Junho 2021 - 6:03PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
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GEOGA DOUGLAS GERARD |
2. Issuer Name and Ticker or Trading Symbol
Extended Stay America, Inc.
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STAY
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O EXTENDED STAY AMERICA, INC., 11525 N. COMMUNITY HOUSE ROAD, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/16/2021 |
(Street)
CHARLOTTE, NC 28277
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Paired Shares (1) | 6/16/2021 | | D(2) | | 200134 | D | $18.75 (2) | 0 | D | |
Paired Shares (1) | 6/16/2021 | | D(2) | | 353276 | D | $18.75 (2) | 0 | I | See footnote (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Explanation of Responses: |
(1) | Each Paired Share is comprised of one share of common stock, par value $0.01 per share, of Extended Stay America, Inc. and one share of Class B common stock, par value $0.01 per share, of ESH Hospitality, Inc., which shares are paired and traded as a single unit. This Form 4 is being filed in connection with the merger ("Merger") of a wholly-owned subsidiary of Eagle Parent Holdings L.P. ("Eagle") with and into the Issuer, pursuant to the terms of the certain Agreement and Plan of Merger, dated as of March 14, 2021 (the "Merger Agreement"), between the Issuer and Eagle. The Merger closed on June 16, 2021. |
(2) | Each Paired Share held directly or indirectly by the reporting person at the effective time of the Merger was disposed of for $18.75 in cash, pursuant to the terms of the Merger Agreement. This price does not include the special dividend of $1.75 per Paired Share that the reporting person has the right to receive in connection with the consummation of the Merger. |
(3) | Mr. Geoga beneficially owns these Paired Shares indirectly through the Douglas Geoga Family Dynasty Trust. Mr. Geoga's wife serves as the trustee of the Douglas Geoga Family Dynasty Trust and she and Mr. Geoga's children are the beneficiaries of the trust. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GEOGA DOUGLAS GERARD C/O EXTENDED STAY AMERICA, INC. 11525 N. COMMUNITY HOUSE ROAD, SUITE 100 CHARLOTTE, NC 28277 | X |
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Signatures
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/s/ Christopher Dekle, Attorney-in-Fact for Douglas Gerard Geoga | | 6/21/2021 |
**Signature of Reporting Person | Date |
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