ESH Hospitality Form 4 ESH Hospitality / BRUCE N HAASE 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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X

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^*

HAASE BRUCE N

(Last) (First) (Middle)

C/O EXTENDED STAY AMERICA, INC.

11525 N. COMMUNITY HOUSE ROAD, SUITE 100

(Street)

CHARLOTTE NC 28277

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ESH Hospitality, Inc. [ NONE ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2021

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
Paired Shares(1)	06/16/2021		D(2)		153,888	D	$0	296,826	D
Paired Shares(1)	06/16/2021		A(3)		250,000	A	$0	546,826	D
Paired Shares(1)	06/16/2021		D(4)		546,826	D	$18.75(4)	0	D
Paired Shares(1)	06/16/2021		D(4)		57,500	D	$18.75(4)	0	I	See Footnote(5)

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

Explanation of Responses:

1. Each Paired Share is comprised of one share of common stock, par value $0.01 per share, of Extended Stay America, Inc. and one share of Class B common stock, par value $0.01 per share, of ESH Hospitality, Inc., which shares are paired and traded as a single unit. A Form 4 reflecting the transactions in Paired Shares by the reporting person shown on this Form 4 has been concurrently filed with respect to Extended Stay America, Inc. as issuer. This Form 4 is being filed in connection with the merger ("Merger") of a wholly-owned subsidiary of Eagle Parent Holdings L.P. ("Eagle") with and into the Issuer, pursuant to the terms of the certain Agreement and Plan of Merger, dated as of March 14, 2021 (the "Merger Agreement"), between the Issuer and Eagle. The Merger closed on June 16, 2021.

2. The reported transaction represents the forfeiture of a number of Paired Shares underlying unvested base compensation restricted stock units that were granted to Mr. Haase in accordance with the terms of the offer letters entered into between Mr. Haase and Extended Stay America, Inc., each dated as of November 22, 2019 and February 8, 2021. Pursuant to the offer letters, 137,108 Paired Shares underlying vested restricted stock units will be settled and cashed out for the right to receive merger consideration, and 153,888 paired shares underlying unvested restricted stock units will be forfeited for no consideration, in each case upon the completion of the merger ("Merger") of a wholly-owned subsidiary of Eagle Parent Holdings L.P. ("Eagle") with and into the issuer, effective June 16, 2021.

3. Reflects performance-based restricted stock units previously awarded to the reporting person that vested and settled into Paired Shares pursuant to the terms of the Merger Agreement.

4. Each Paired Share held directly or indirectly by the reporting person at the effective time of the Merger was disposed of for $18.75 in cash, pursuant to the terms of the Merger Agreement. This price does not include the special dividend of $1.75 per Paired Share that the reporting person has the right to receive in connection with the consummation of the Merger.

5. These Paired Shares are held through the Bruce Nelson Haase Charles Schwab & Co. Inc. Cust IRA Rollover, an individual retirement account for which the reporting person is a fiduciary.

Remarks:

Mr. Haase is the President and Chief Executive Officer of Extended Stay America, Inc. and ESH Hospitality, Inc.

	Christopher Dekle, Attorney-in-Fact for Bruce N. Haase	06/21/2021
	** Signature of Reporting Person	Date
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