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 Extended Stay America, Inc. [ STAY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/18/2016 | ||||||||||||||||||||||||||
| 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 | ||||||
| Paired Shares | 11/18/2016 | S(13) | 922,915 | D | $14.76 | 6,111,630 | I | See Footnotes(1)(2)(9)(10)(11)(12) | ||
| Paired Shares | 11/18/2016 | S(13) | 1,130,915 | D | $14.76 | 7,489,023 | I | See Footnotes(1)(3)(9)(10)(11)(12) | ||
| Paired Shares | 11/18/2016 | S(13) | 396,170 | D | $14.76 | 2,623,476 | I | See Footnotes(1)(4)(9)(10)(11)(12) | ||
| Paired Shares | 11/18/2016 | S(13) | 1,070,758 | D | $14.76 | 7,935,938 | I | See Footnotes(1)(5)(9)(10)(11)(12) | ||
| Paired Shares | 11/18/2016 | S(13) | 1,070,360 | D | $14.76 | 7,932,978 | I | See Footnotes(1)(6)(9)(10)(11)(12) | ||
| Paired Shares | 11/18/2016 | S(13) | 75,877 | D | $14.76 | 527,204 | I | See Footnotes(1)(7)(9)(10)(11)(12) | ||
| Paired Shares | 11/18/2016 | S(13) | 8,005 | D | $14.76 | 53,009 | I | See Footnotes(1)(8)(9)(10)(11)(12) | ||
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. A Form 4 reflecting the holdings of Paired Shares by the Reporting Persons shown on this Form 4 has been concurrently filed with respect to ESH Hospitality, Inc. as issuer. |
| 2. These Paired Shares are directly held by Centerbridge Credit Partners, L.P. |
| 3. These Paired Shares are directly held by Centerbridge Credit Partners TE Intermediate I, L.P. |
| 4. These Paired Shares are directly held by Centerbridge Credit Partners Offshore Intermediate III, L.P. |
| 5. These Paired Shares are directly held by Centerbridge Capital Partners AIV VI-A, L.P. |
| 6. These Paired Shares are directly held by Centerbridge Capital Partners AIV VI-B, L.P. |
| 7. These Paired Shares are directly held by Centerbridge Capital Partners Strategic AIV I, L.P. |
| 8. 8. These Paired Shares are directly held by Centerbridge Capital Partners SBS, L.P. |
| 9. Centerbridge Credit Partners General Partner, L.P. is the general partner of Centerbridge Credit Partners, L.P. and Centerbridge Credit Partners TE Intermediate I, L.P. Centerbridge Credit Partners Offshore General Partner, L.P. is the general partner of Centerbridge Credit Partners Offshore Intermediate III, L.P. Centerbridge Credit Cayman GP Ltd. is the general partner of Centerbridge Credit Partners General Partner, L.P. and Centerbridge Credit Partners Offshore General Partner, L.P. Centerbridge Associates, L.P. is the general partner of Centerbridge Capital Partners AIV VI-A, L.P., Centerbridge Capital Partners AIV VI-B, L.P. and Centerbridge Capital Partners Strategic AIV I, L.P. Centerbridge Cayman GP Ltd. is the general partner of Centerbridge Associates, L.P. CCP SBS GP, LLC is the general partner of Centerbridge Capital Partners SBS, L.P. (continued in Footnote 10) |
| 10. (continued from Footnote 9) Jeffrey H. Aronson and Mark T. Gallogly, the managing members of CCP SBS GP, LLC and the directors of Centerbridge Credit Cayman GP Ltd. and Centerbridge Cayman GP Ltd., share the power to vote and invest the Paired Shares and shares of voting preferred stock held by Centerbridge Credit Partners, L.P., Centerbridge Credit Partners TE Intermediate I, L.P., Centerbridge Credit Partners Offshore Intermediate III, L.P., Centerbridge Capital Partners AIV VI-A, L.P., Centerbridge Capital Partners AIV VI-B, L.P., Centerbridge Capital Partners Strategic AIV I, L.P. and Centerbridge Capital Partners SBS, L.P. (continued in Footnote 11) |
| 11. (continued from Footnote 10) Each of the Centerbridge entities (other than the Centerbridge entities that directly hold Paired Shares to the extent of their direct holdings) and Messrs. Gallogly and Aronson may be deemed to beneficially own the Paired Shares and shares of Preferred Stock beneficially owned by such direct holders directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. |
| 12. Due to the limitations of the Securities and Exchange Commission's EDGAR system, Centerbridge Credit Partners General Partner, L.P., Centerbridge Credit Cayman GP Ltd., Centerbridge Credit Partners Offshore General Partner, L.P., Centerbridge Credit Cayman GP Ltd., Centerbridge Associates, L.P. and Centerbridge Cayman GP Ltd. have filed a separate Form 4. |
| 13. The Reporting Persons, as selling shareholders, sold Paired Shares in the aggregate amounts shown in the table above concurrently in (a) a secondary offering of Paired Shares by certain selling shareholders in an underwritten offering pursuant to an underwriting agreement (the "Underwriting Agreement") and prospectus supplement, each dated November 14, 2016, and (b) a share repurchase by Extended Stay America, Inc. and ESH Hospitality, Inc. pursuant to a share repurchase agreement (the "Share Repurchase Agreement"), dated November 13, 2016. |
| Centerbridge Credit Partners, L.P.; By: Centerbridge Credit Partners General Partner, L.P., its general partner; By: Centerbridge Credit Cayman GP Ltd., its general partner; By: /s/ Susanne V. Clark, Authorized Signatory | 11/22/2016 | |
| Centerbridge Credit Partners TE Intermediate I, L.P.; By: Centerbridge Credit Partners General Partner, L.P., its general partner; By: Centerbridge Credit Cayman GP Ltd., its general partner; By: /s/ Susanne V. Clark, Authorized Signatory | 11/22/2016 | |
| Centerbridge Credit Partners Offshore Intermediate III, L.P.; By: Centerbridge Credit Partners Offshore General Partner, L.P., its general partner; By: Centerbridge Credit Cayman GP Ltd., its general partner; By: /s/ Susanne V. Clark, Authorized Signatory | 11/22/2016 | |
| Centerbridge Capital Partners AIV VI-A, L.P.; By: Centerbridge Associates, L.P., its general partner; By: Centerbridge Cayman GP Ltd., its general partner; By: /s/ Susanne V. Clark, Authorized Signatory | 11/22/2016 | |
| Centerbridge Capital Partners AIV VI-B, L.P.; By: Centerbridge Associates, L.P., its general partner; By: Centerbridge Cayman GP Ltd., its general partner; By: /s/ Susanne V. Clark, Authorized Signatory | 11/22/2016 | |
| Centerbridge Capital Partners Strategic AIV I, L.P.; By: Centerbridge Associates, L.P., its general partner; By: Centerbridge Cayman GP Ltd., its general partner; By: /s/ Susanne V. Clark, Authorized Signatory | 11/22/2016 | |
| Centerbridge Capital Partners SBS, L.P.; By: CCP SBS GP, LLC, its general partner; By: /s/ Susanne V. Clark, Authorized Signatory | 11/22/2016 | |
| CCP SBS GP, LLC; By: /s/ Susanne V. Clark, Authorized Signatory | 11/22/2016 | |
| ** 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. | ||