Ilg (IILG) Form 4 ILG / WILLIAM L HARVEY 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^*

HARVEY WILLIAM L

(Last) (First) (Middle)

6262 SUNSET DRIVE

(Street)

MIAMI FL 33143

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ILG, Inc. [ ILG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2017

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	02/26/2017		M(1)		4,047	A	$0	213,327	D
Common stock	02/26/2017		F(2)		1,107	D	$19.09	212,130	D
Common stock	02/28/2017		A(5)		4,788	A	$0	216,918	D
Comon stock	02/28/2017		F(2)		1,310	D	$19.09	215,608	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
Restricted Stock Units	$0	02/26/2017		M			4,047	02/26/2017(4)	(3)	common stock	4,047	$0	0	D

Explanation of Responses:

1. Represents shares of common stock acquired upon vesting of restricted stock units.

2. Represents the withholding of shares of common stock to cover payment of taxes in connection with the vesting of restricted stock units.

3. Vested shares to be delivered shortly after vesting.

4. The terms of the initial award for the restricted stock units provide for vesting in four equal installments on February 26 of 2013, 2014, 2015 and 2016.

5. Represents performance share units earned based on adjusted EBITDA pursuant to a February 25, 2014 grant under the company's 2013 Stock and Incentive Compensation Plan. These performance share units vested on the date earned.

	/s/ Michele L. Keusch, attorney-in-fact	03/01/2017
	** 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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