| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol La Quinta Holdings Inc. [ LQ ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/30/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 05/30/2018 | D(1) | 5,498(2) | D | $16.8(3) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | (4) | 05/30/2018 | D(1) | 686(2) | (5) | (5) | Common Stock | 686(2) | $16.8(6) | 0 | D | ||||
| Restricted Stock Units | (4) | 05/30/2018 | D(1) | 2,904(2) | (7) | (7) | Common Stock | 2,904(2) | $16.8(6) | 0 | D | ||||
| Restricted Stock Units | (4) | 05/30/2018 | D(1) | 3,499(2) | (8) | (8) | Common Stock | 3,499(2) | $16.8(6) | 0 | D | ||||
| Explanation of Responses: |
| 1. On May 30, 2018, Wyndham Worldwide Corporation, a Delaware corporation ("Buyer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and WHG BB Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of January 17, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger"). |
| 2. This amount reflects the number of securities after giving effect to the 1:2 reverse stock split (the "Reverse Stock Split") effective immediately prior to the effective time of the Merger (the "Effective Time"). |
| 3. At the Effective Time, each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $16.80 in cash per share after giving effect to the Reverse Stock Split, without interest and after giving effect to any required withholding taxes (the "Merger Consideration"). |
| 4. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock. |
| 5. These RSUs were to vest on June 11, 2018. |
| 6. Immediately prior to the Effective Time, each outstanding RSU automatically vested and was cancelled, and the holder received for each RSU an amount in cash, less any applicable withholding taxes, equal to the product of (i) the number of shares of Issuer common stock subject to the RSU multiplied by (ii) the Merger Consideration. |
| 7. These RSUs were to vest in two equal annual installments on June 11, 2018 and June 11, 2019. |
| 8. These RSUs were to vest in three equal annual installments on June 11, 2018, June 11, 2019 and June 11, 2020. |
| Remarks: |
| /s/ Mark M. Chloupek, as Attorney-in-fact | 06/01/2018 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
