Risoleo James F Form 4 HOST HOTELS & RESORTS / JAMES F RISOLEO ownership change

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^*

RISOLEO JAMES F

(Last) (First) (Middle)

6903 ROCKLEDGE DRIVE

SUITE 1500

(Street)

BETHESDA MD 20817

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HOST HOTELS & RESORTS, INC. [ HST ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2017

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	02/08/2017		J(1)		26,971	A	$18.33	163,600	D
Common Stock	02/08/2017		F		13,338	D	$18.33	150,262	D
Restricted Stock	02/08/2017		J(1)		26,971	D	$18.33	65,502	D
Restricted Stock	02/08/2017		J(2)		65,502	D	$18.33	0	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
Non-Qualified Stock Option (right to buy)	$0.0							12/31/2012	01/20/2022	Common Stock	7,110		7,110	D
Non-Qualified Stock Option (right to buy)	$0.0							12/31/2013	02/05/2023	Common Stock	12,467		12,467	D
Non-Qualified Stock Option (right to buy)	$0.0							12/31/2014	01/22/2024	Common Stock	11,668		11,668	D
Non-Qualified Stock Option (right to buy)	$0.0							12/31/2015	01/15/2025	Common Stock	10,543		10,543	D
Non-Qualified Stock Option (right to buy)	$0.0							12/31/2015	04/15/2025	Common Stock	4,128		4,128	D
Non-Qualified Stock Option (right to buy)	$0.0							12/31/2016	02/04/2026	Common Stock	28,136		28,136	D

Explanation of Responses:

1. This transaction represents the release of restrictions on shares of restricted stock which vested based on 2016 performance and inclusion of such shares into unrestricted common stock. Shares that did not vest based on performance criteria were forfeited.

2. This transaction represents the forfeiture of the restricted stock shares under the Comprehensive Stock Plan program for the performance year 2016.

	By: Elizabeth A. Abdoo For: James F. Risoleo	02/10/2017
	** 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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