Statement of Changes in Beneficial Ownership (4)
21 Junho 2021 - 6:29PM
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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Weissman Howard J |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
C/O EXTENDED STAY AMERICA, INC., 11525 N. COMMUNITY HOUSE ROAD, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/6/2020 |
(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) | 2/6/2020 | | A(2) | | 2924 | A | $0 | 43125 | D | |
Paired Shares (1) | 6/16/2021 | | A(3) | | 14047 | A | $0 | 57172 | D | |
Paired Shares (1) | 6/16/2021 | | D(4) | | 57172 | D | $18.75 (4) | 0 | D | |
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. A Form 4 reflecting the transactions in Paired Shares by the reporting person shown on this Form 4 has been concurrently filed with respect to ESH Hospitality, Inc. as issuer. 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) | The reported transaction is an award of Restricted Stock Units in respect of Paired Shares that was inadvertently not reported. One-thirds of the Paired Shares underlying the Restricted Stock Units vested on February 6, 2021 and settled in Paired Shares on March 15, 2021. The remaining two-thirds of the Restricted Stock Units were scheduled to vest on each of February 6, 2022 and February 6, 2023, subject to the reporting person's continued employment through the applicable vesting date. Pursuant to the Agreement and Plan of Merger, dated as of March 14, 2021, between the Issuer and Eagle Parent Holdings L.P. ("Eagle"), upon completion of the merger ("Merger") of a wholly-owned subsidiary of Eagle with and into the Issuer, effective June 16, 2021, all of the then-unvested Restricted Stock Units will become fully vested. |
(3) | Reflects performance-based restricted stock units previously awarded to the reporting person that vested and settled into Paired Shares pursuant to the terms of the Merger Agreement. |
(4) | 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. |
Remarks: Mr. Weissman is the Controller and Chief Accounting Officer of Extended Stay America, Inc. and ESH Hospitality, Inc. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Weissman Howard J C/O EXTENDED STAY AMERICA, INC. 11525 N. COMMUNITY HOUSE ROAD, SUITE 100 CHARLOTTE, NC 28277 |
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| See Remarks |
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Signatures
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Christopher Dekle, Attorney-in-Fact for Howard J. Weissman | | 6/21/2021 |
**Signature of Reporting Person | Date |
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