Red Lion Hotels Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HNA Investment Management LLC

(Last) (First) (Middle)

225 LIBERTY STREET

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Red Lion Hotels CORP [ RLH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2015

4. If Amendment, Date of 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

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, par value $0.01 per share	11/13/2015		P		0(1)	A	$7.1026(2)	0(1)	D
Common Stock, par value $0.01 per share	11/16/2015		P		0(3)	A	$7.0854(4)	0(3)	D

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 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: 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. As described in additional detail below, the filer acquired Section 13 beneficial ownership of 17,500 shares of Common Stock on this date, but has no pecuniary interest in those shares and therefore has not acquired them for the purposes of Section 16. Following this acquisition, the filer had Section 13 beneficial ownership of 3,004,843 shares of Common Stock but had no pecuniary interest in those shares and therefore no beneficial ownership for the purposes of Section 16.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.05 to $7.12, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above.

3. As described in additional detail below, the filer acquired Section 13 beneficial ownership of 21,600 shares of Common Stock on this date, but has no pecuniary interest in those shares and therefore has not acquired them for the purposes of Section 16. Following this acquisition, the filer had Section 13 beneficial ownership of 3,026,443 shares of Common Stock but had no pecuniary interest in those shares and therefore no beneficial ownership for the purposes of Section 16.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.04 to $7.15, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above.

Remarks:

HNA Investment Management LLC (the "Manager") has been contractually delegated all authority to acquire, vote and dispose of the shares (the "Shares") of Common Stock of Red Lion Hotels Corporation (the "Issuer"). The Shares are held directly by HNA RLH Investments LLC, ("HNA RLH"), which is a wholly owned, indirect subsidiary of HNA Group Co., Ltd. HNA RLH retains the entire pecuniary interest in the Shares, and the Manager does not receive a performance based fee for its services. Accordingly, the Manager, while considered a 10% shareholder of the Issuer, does not beneficially own any shares for the purposes of Section 16. The Manager has elected to make this filing for informational purposes only.

	/s/ Enrico Marini Fichera	11/17/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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