| 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)
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2. Issuer Name and Ticker or Trading Symbol
Watermark Lodging Trust, 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) 10/21/2022 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 268,864.762(1) | I | By Michael G. Medzigian Revocable Trust | |||||||
| Class A Common Stock | 1,016,294.99(1)(2) | I | By Watermark Capital Partners LLC | |||||||
| Class A Common Stock | 10/21/2022 | A(3) | 65,731.814 | A | $0 | 1,082,026.81 | I | By Watermark Capital Partners LLC | ||
| Class A Common Stock | 10/21/2022 | A(4) | 120,992 | A | $0 | 1,203,018.81 | I | By Watermark Capital Partners LLC | ||
| Class A Common Stock | 10/21/2022 | A(4) | 417,329.093 | A | $0 | 1,620,347.903 | I | By Watermark Capital Partners LLC | ||
| Class A Common Stock | 10/21/2022 | D | 268,864.762 | D | $6.768(5) | 0 | I | By Michael G. Medzigian Revocable Trust | ||
| Class A Common Stock | 10/21/2022 | D | 1,620,347.903 | D | $6.768(5)(6) | 0 | I | By Watermark Capital Partners LLC | ||
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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 | ||||||||
| OP Units | (7) | 10/21/2022 | D | 2,417,996 | (7) | (7) | Class A Common Stock | 2,417,996 | $6.768 | 0 | I | By Watermark Capital Partners LLC | |||
| Explanation of Responses: |
| 1. Subsequent to the Reporting Person's last Form 4 filed on April 14, 2022, the Reporting Person transferred 71,844.873 shares of WLT's Class A Common Stock from a trust to another account, in both of which the Reporting Person holds a pecuniary interest. |
| 2. Subsequent to the Reporting Person's last Form 4 filed on April 14, 2022, the Reporting Person transferred 944,450.119 shares of WLT's Class A Common Stock from a directly-owned account to an account in which the Reporting Person holds a precuniary interest. |
| 3. Represents the vesting of performance-based RSU's in accordance with the Reporting Person's employment agreement with WLT. |
| 4. Represents the vesting of performance-based RSU's upon the Company Merger Effective Time. |
| 5. Pursuant to the Merger Agreement dated May 6, 2022, at the Company Merger Effective Time, each outstanding share of Class A Common Stock, par value $0.001 per share, of the Company ("Company A Share"), was automatically converted into the right to receive an amount in cash equal to $6.768, without interest. As of the Company Merger Effective Time, all Company A Shares issued and outstanding immediately prior to the Company Merger Effective Time are no longer outstanding and were automatically cancelled and cease to exist. |
| 6. Pursuant to the Merger Agreement, effective immediately prior to the Company Merger Effective Time, each award of restricted stock units (whether vested or unvested) (each, a "Company RSU Award") that is outstanding immediately prior to the Company Merger Effective Time was cancelled, with the holder of each such Company RSU Award becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash equal to (i) the number of Company A Shares subject to the Company RSU Award immediately prior to the Company Merger Effective Time multiplied by (ii) the Per Company A Share Merger Consideration (less any applicable income and employment withholding Taxes) of $6.768 per share. |
| 7. The OP Units were convertible for a number of shares of Class A Common Stock of equivalent value. In the Partnership Merger, each OP Unit was cancelled and converted into the right to receive $6.768 per unit in cash. |
| Remarks: |
| /s/ Elizabeth D Van Aken, Attorney-in-fact | 10/25/2022 | |
| ** 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. | ||
