| 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 Carey Watermark Investors Inc [ NONE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/18/2020 | ||||||||||||||||||||||||||
| 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 | 03/18/2020 | A | 21,277.269(1) | A | $10.39 | 21,277.269 | I | By CWA, LLC | ||
| Common Stock | 04/01/2020 | A | 9,220.15(2) | A | $10.39 | 30,497.419 | I | By CWA, LLC | ||
| Common Stock | 04/06/2020 | J(3) | 13,418.865 | D | $10.39(3) | 17,078.554 | I | By CWA, LLC | ||
| Common Stock | 04/13/2020 | D | 17,078.554 | D | (4) | 0 | I | By CWA, LLC | ||
| Common Stock | 04/13/2020 | D | 91,870.956(5) | D | (6) | 0 | I | By Michael G. Medzigian Revocable Trust | ||
| 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 | ||||||||
| Explanation of Responses: |
| 1. Represents asset management fees paid in shares of the Issuer for the period from March 1, 2020 through March 31, 2020 at the election of the Reporting Person under the terms of the subadvisory agreement between CWA, LLC, the Subadvisor, which is wholly owned by the Reporting Person, and the advisor to the Issuer. |
| 2. Represents asset management fees paid in shares of the Issuer for the period from April 1, 2020 through April 13, 2020 at the election of the Reporting Person under the terms of the subadvisory agreement between CWA, LLC, the Subadvisor, which is wholly owned by the Reporting Person, and the advisor to the Issuer. |
| 3. Represents the rescission, effective as of the original issue date, of a number of shares from the issuances of Common Stock that occurred on March 18, 2020 and April 1, 2020 that were erroneously issued in shares instead of cash. |
| 4. Disposed of pursuant to a merger agreement among the Issuer ("CWI 1"), Carey Watermark Investors 2 Incorporated ("CWI 2") and a wholly owned subsidiary of CWI 2, in which each share of CWI 1 common stock owned was exchanged for 0.9106 shares of CWI 2 Class A common stock in the merger, which is equivalent to $10.39 per share based on CWI 2's last estimated net asset value of $11.41 per share as of December 31, 2018, for a total of 15,551.7310 shares of CWI 2 Class A common stock. |
| 5. Includes 11,526.360 shares previously acquired under the Issuer's distribution reinvestment plan. |
| 6. Disposed of pursuant to a merger agreement among CWI 1, CWI 2 and a wholly owned subsidiary of CWI 2, in which each share of CWI 1 common stock owned was exchanged for 0.9106 shares of CWI 2 Class A common stock in the merger, which is equivalent to $10.39 per share based on CWI 2's last estimated net asset value of $11.41 per share as of December 31, 2018, for a total of 83,657.6920 shares of CWI 2 Class A common stock. |
| Remarks: |
| /s/ James A. Fitzgerald, Attorney-in-fact | 04/15/2020 | |
| ** 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. | ||
