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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol STARWOOD HOTELS & RESORTS WORLDWIDE, LLC [ HOT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 09/22/2016 | ||||||||||||||||||||||||||
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 | 09/22/2016 | A(1) | 7,893 | A | (2) | 92,350 | D | |||
Common Stock | 09/22/2016 | D | 7,893 | D | (3) | 84,457 | D | |||
Common Stock | 09/22/2016 | A(4) | 12,464 | A | (2) | 96,921 | D | |||
Common Stock | 09/22/2016 | D | 12,464 | D | (3) | 84,457 | D | |||
Common Stock | 09/22/2016 | A(5) | 22,496 | A | (2) | 106,953 | D | |||
Common Stock | 09/22/2016 | D | 22,496 | D | (3) | 84,457 | D | |||
Common Stock | 09/22/2016 | D | 56,455 | D | (6) | 28,002 | D | |||
Common Stock | 09/22/2016 | D | 28,002 | D | (7) | 0 | D |
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 | ||||||||
Stock Options (Right to Buy) | $51.11(8) | 09/22/2016 | D | 7,336(8) | (9) | 02/28/2020 | Common Stock | 7,336(8) | (10) | 0 | D | ||||
Stock Options (Right to Buy) | $56.88(11) | 09/22/2016 | D | 3,295(11) | (12) | 02/28/2019 | Common Stock | 3,295(11) | (10) | 0 | D |
Explanation of Responses: |
1. Reflects Performance Shares deemed earned at 100% achievement level under 2014 performance share awards as part of the conversions (the "Conversions") described in the Agreement and Plan of Merger, dated as of November 15, 2015, by and among the Issuer, Marriott International, Inc. ("Marriott") et al., as thereafter amended by the Amendment Number 1 to Agreement and Plan of Merger (the "Merger Agreement"). |
2. Not applicable. |
3. As a result of the Conversions, each share of Common Stock deemed earned under the performance share awards was converted into 1.1046 time-based restricted stock units in respect of common stock of Marriott (market value $69.75 per share). |
4. Reflects Performance Shares deemed earned at 128.55% achievement level under 2015 performance share awards as part of the Conversions. |
5. Reflects Performance Shares deemed earned at 200% achievement level under 2016 performance share awards as part of the Conversions. |
6. As a result of the Conversions, each Restricted Share was converted into 1.1046 restricted shares of common stock of Marriott (market value $69.75 per share). Note that, for purposes of prior entries in Column 5 of this report, this Form 4 reflects an antidilution adjustment to the number of remaining Restricted Shares (from 52,403 to 56,455) that was made in connection with the separation of the Issuer's vacation ownership business from its other businesses on May 11, 2016 (the "SVO Spin-Off"). |
7. Each share of Common Stock was disposed of pursuant to the transactions described in the Merger Agreement in exchange for the right to receive (A) 0.800 shares of common stock of Marriott, (B) $21.00 in cash, without interest, and (C) any applicable cash in lieu of fractional shares of common stock of Marriott. |
8. Reflects an antidilution adjustment to the exercise price and number of remaining Stock Options (previously reported as $55.06 and 6,810, respectively) that was made in connection with the SVO Spin-Off. |
9. This option vested in four equal annual installments beginning on 2/28/2013. |
10. As a result of the Conversions, these Stock Options, which were fully vested, were converted into options to purchase a number of shares of Marriott common stock equal to the number of shares of Common Stock underlying the Stock Options multiplied by 1.1046 (rounded down to the nearest whole number of shares), at an exercise price equal to the exercise price of the Stock Options divided by 1.1046 (rounded up to the nearest whole cent). |
11. Reflects an antidilution adjustment to the exercise price and number of remaining Stock Options (previously reported as $61.28 and 3,059, respectively) that was made in connection with the SVO Spin-Off. |
12. This Stock Option vested in four equal annual installments beginning on 2/28/2012. |
Remarks: |
/s/ Kristen Prohl, Attorney-in-Fact | 09/26/2016 | |
** 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. |