UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
CHESAPEAKE LODGING TRUST |
(Name of Issuer) |
COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE |
(Title of Class of Securities) |
165240102 |
(CUSIP Number) |
SEPTEMBER 17, 2019 |
(Date of event which requires filing of this statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).
CUSIP No. | 165240102 | SCHEDULE 13G | Page | 2 | of | 15 |
1 | NAMES OF REPORTING PERSONS ICS Opportunities, Ltd. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
6 | SHARED VOTING POWER -0- (See Item 4(a)) | ||
7 | SOLE DISPOSITIVE POWER -0- | ||
8 | SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- (See Item 4(a))0 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
12 | TYPE OF REPORTING PERSON CO |
CUSIP No. | 165240102 | SCHEDULE 13G | Page | 3 | of | 15 |
1 | NAMES OF REPORTING PERSONS Integrated Assets, Ltd. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
6 | SHARED VOTING POWER -0- (See Item 4(a)) | |
7 | SOLE DISPOSITIVE POWER -0- | |
8 | SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- (See Item 4(a)) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
12 | TYPE OF REPORTING PERSON CO |
CUSIP No. | 165240102 | SCHEDULE 13G | Page | 4 | of | 15 |
1 | NAMES OF REPORTING PERSONS ICS Opportunities II LLC |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
6 | SHARED VOTING POWER -0- (See Item 4(a)) | |
7 | SOLE DISPOSITIVE POWER -0- | |
8 | SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- (See Item 4(a)) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
12 | TYPE OF REPORTING PERSON OO |
CUSIP No. | 165240102 | SCHEDULE 13G | Page | 5 | of | 15 |
1 | NAMES OF REPORTING PERSONS Millennium International Management LP |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
6 | SHARED VOTING POWER -0- (See Item 4(a)) | |
7 | SOLE DISPOSITIVE POWER -0- | |
8 | SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- (See Item 4(a)) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
12 | TYPE OF REPORTING PERSON PN |
CUSIP No. | 165240102 | SCHEDULE 13G | Page | 6 | of | 15 |
1 | NAMES OF REPORTING PERSONS Millennium Management LLC |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
6 | SHARED VOTING POWER -0- (See Item 4(a)) | |
7 | SOLE DISPOSITIVE POWER -0- | |
8 | SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- (See Item 4(a)) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
12 | TYPE OF REPORTING PERSON OO |
CUSIP No. | 165240102 | SCHEDULE 13G | Page | 7 | of | 15 |
1 | NAMES OF REPORTING PERSONS Millennium Group Management LLC |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
6 | SHARED VOTING POWER -0- (See Item 4(a)) | |
7 | SOLE DISPOSITIVE POWER -0- | |
8 | SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- (See Item 4(a)) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
12 | TYPE OF REPORTING PERSON OO |
CUSIP No. | 165240102 | SCHEDULE 13G | Page | 8 | of | 15 |
1 | NAMES OF REPORTING PERSONS Israel A. Englander |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
6 | SHARED VOTING POWER -0- (See Item 4(a)) | |
7 | SOLE DISPOSITIVE POWER -0- | |
8 | SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- (See Item 4(a)) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
12 | TYPE OF REPORTING PERSON IN |
CUSIP No. | 165240102 | SCHEDULE 13G | Page | 9 | of | 15 |
Item 1. | ||
(a) | Name of Issuer: | |
Chesapeake Lodging Trust, a Maryland real estate investment trust (the "Issuer"). | ||
(b) | Address of Issuer’s Principal Executive Offices: | |
4300 Wilson Boulevard, Suite 625 | ||
Item 2. | (a) | Name of Person Filing: |
(b) | Address of Principal Business Office: | |
(c) | Citizenship: | |
ICS Opportunities, Ltd. c/o Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands | ||
Integrated Assets, Ltd. c/o Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands | ||
ICS Opportunities II LLC c/o Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands | ||
Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | ||
Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | ||
Millennium Group Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | ||
Israel A. Englander c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: United States | ||
(d) | Title of Class of Securities: | |
common shares of beneficial interest, par value $0.01 per share ("Common Shares") | ||
(e) | CUSIP Number: | |
165240102 |
CUSIP No. | 165240102 | SCHEDULE 13G | Page | 10 | of | 15 |
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||||
(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||
(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||
(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||||
(e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
CUSIP No. | 165240102 | SCHEDULE 13G | Page | 11 | of | 15 |
(g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||||
(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
(i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
(j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
As of the close of business on September 17, 2019, the reporting persons beneficially owned an aggregate of 4,091,788 Common Shares or 6.7% of the Issuer’s Common Shares outstanding. The calculation of the foregoing percentage was based on 60,765,796 Common Shares outstanding as of July 26, 2019, as per the Issuer’s Form 10-Q dated August 1, 2019.
On September 18, 2019, pursuant to the terms and conditions of that certain Agreement and Plan of Merger, dated as of May 5, 2019 (the "Merger Agreement"), by and among the Issuer, Park Hotels & Resorts Inc., a Delaware corporation ("Park"), PK Domestic Property LLC, a Delaware limited liability company and an indirect subsidiary of Park ("Domestic"), and PK Domestic Sub LLC, a Delaware limited liability company and a direct subsidiary of Domestic ("Merger Sub," and, together with Park and Domestic, the "Park Parties"), the Issuer merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of Domestic (the "Merger"). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger each issued and outstanding Common Share of the Issuer (other than Common Shares held by the Issuer, any wholly-owned subsidiary of the Issuer or by any of the Park Parties or any of their respective wholly-owned subsidiaries) was converted into the right to receive 0.628 of a share of common stock, par value $0.01 per share, of Park and $11.00 in cash, subject to any applicable withholding taxes. Accordingly, at the effective time of the Merger, the reporting persons no longer beneficially owned any of the Issuer’s Common Shares.
(b) Percent of Class:
0.0% (See Item 4(a)).
CUSIP No. | 165240102 | SCHEDULE 13G | Page | 12 | of | 15 |
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote-0-
(ii) Shared power to vote or to direct the vote
-0- (See Item 4(a))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
-0- (See Item 4(a))
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the followingþ.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No. | 165240102 | SCHEDULE 13G | Page | 13 | of | 15 |
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of September 24, 2019, by and among ICS Opportunities, Ltd., Integrated Assets, Ltd., ICS Opportunities II LLC, Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
CUSIP No. | 165240102 | SCHEDULE 13G | Page | 14 | of | 15 | ||||
SIGNATURE |
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: September 24, 2019
ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager By: /s/ Mark MeskinName: Mark Meskin
Title: Chief Trading Officer
INTEGRATED ASSETS, LTD.
By: Millennium International Management LP,
its Investment Manager By: /s/ Mark MeskinName: Mark Meskin
Title: Chief Trading Officer
ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment Manager By: /s/ Mark MeskinName: Mark Meskin
Title: Chief Trading Officer
MILLENNIUM INTERNATIONAL MANAGEMENT LP
By: /s/Mark MeskinName: Mark Meskin
Title: Chief Trading Officer
MILLENNIUM MANAGEMENT LLC
By: /s/Mark MeskinName: Mark Meskin
Title: Chief Trading Officer
MILLENNIUM GROUP MANAGEMENT LLC
By: /s/Mark MeskinName: Mark Meskin
Title: Chief Trading Officer
/s/ Israel A. EnglanderIsrael A. Englander
CUSIP No. | 165240102 | SCHEDULE 13G | Page | 15 | of | 15 | ||||
EXHIBIT I | ||||||||||
JOINT FILING AGREEMENT |
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Shares, par value $0.01 per share, of Chesapeake Lodging Trust, a Maryland real estate investment trust, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: September 24, 2019
ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager By: /s/ Mark MeskinName: Mark Meskin
Title: Chief Trading Officer
INTEGRATED ASSETS, LTD.
By: Millennium International Management LP,
its Investment Manager By: /s/ Mark MeskinName: Mark Meskin
Title: Chief Trading Officer
ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment Manager By: /s/ Mark MeskinName: Mark Meskin
Title: Chief Trading Officer
MILLENNIUM INTERNATIONAL MANAGEMENT LP
By: /s/Mark MeskinName: Mark Meskin
Title: Chief Trading Officer
MILLENNIUM MANAGEMENT LLC
By: /s/Mark MeskinName: Mark Meskin
Title: Chief Trading Officer
MILLENNIUM GROUP MANAGEMENT LLC
By: /s/Mark MeskinName: Mark Meskin
Title: Chief Trading Officer
/s/ Israel A. EnglanderIsrael A. Englander