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) 11/21/2016 | ||||||||||||||||||||||||||
| 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 | 11/21/2016 | J(2) | 110,898 | D | $0.00(2) | 7,825,040 | I | See Footnotes(1)(2)(7) | ||
| Paired Shares | 11/21/2016 | J(3) | 110,856 | D | $0.00(3) | 7,822,122 | I | See Footnotes(1)(3)(7) | ||
| Paired Shares | 11/21/2016 | J(4) | 3,246 | D | $0.00(4) | 523,958 | I | See Footnotes(1)(4)(7) | ||
| Paired Shares | 11/21/2016 | J(5) | 225,000 | D | $0.00(5) | 16,171,120 | I | See Footnotes(1)(5)(7) | ||
| Paired Shares | 11/21/2016 | J(6) | 225,000 | D | $0.00(6) | 16,171,120 | I | See Footnotes(1)(6)(7) | ||
| Paired Shares | 11/21/2016 | G(8) | V | 197,643 | D | $0.00 | 32,448,258 | I(8) | See Footnotes(1)(7) | |
| Paired Shares | 11/21/2016 | G(8) | V | 197,643 | D | $0.00 | 32,448,258 | I(8) | See Footnotes(1)(7) | |
| 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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| 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. Represents a distribution by Centerbridge Capital Partners AIV VI-A, L.P. ("VI-A") of Paired Shares to Centerbridge Associates, L.P. ("CALP"), its general partner, in connection with a pro rata distribution by VI-A to its partners. |
| 3. Represents a distribution by Centerbridge Capital Partners AIV VI-B, L.P. ("VI-B") of Paired Shares to Centerbridge Associates, L.P. ("CALP"), its general partner, in connection with a pro rata distribution by VI-B to its partners. |
| 4. Represents a distribution by Centerbridge Capital Partners Strategic AIV I, L.P. ("SAIV") of Paired Shares to Centerbridge Associates, L.P. ("CALP"), its general partner, in connection with a pro rata distribution by SAIV to its partners. |
| 5. Represents a distribution by CALP to CCP GP Investor Holdings (Cayman), L.P. ("CCPGP"), its sole economic partner. These Paired Shares were received by CALP in connection with the distributions described in footnotes 2 through 4 above. |
| 6. Represents a distribution by CCPGP to certain of its members in connection with a pro rata distribution by CCPGP to its members. These Paired Shares were received by CCPGP in connection with the distributions described in footnotes 2 through 5 above. |
| 7. Each of the Reporting Persons may be deemed to beneficially own the Paired Shares 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. |
| 8. Represents charitable donations by Jeffrey H. Aronson and Mark T. Gallogly of Paired Shares received in connection with the distributions described in footnotes 2 through 7 above, which receipt is exempt from reporting pursuant to Rule 16a-13 of the Securities Exchange Act of 1934, as amended. |
| Centerbridge Associates, L.P.; By: Centerbridge 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 | |
| /s/ Jeffrey H. Aronson | 11/22/2016 | |
| /s/ Mark T. Gallogly | 11/22/2016 | |
| CCP GP Investors Holdings (Cayman), L.P.; 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. | ||