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)
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2. Issuer Name and Ticker or Trading Symbol
Hilton Grand Vacations Inc. [ HGV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/21/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 02/21/2024 | M(1) | 121,728 | A | $0 | 694,098(2) | D | |||
| Common Stock | 02/21/2024 | F(3) | 44,545 | D | $44.7 | 649,553 | D | |||
| Common Stock | 02/21/2024 | M(4) | 63,501 | A | $0 | 713,054 | D | |||
| Common Stock | 02/21/2024 | F(5) | 24,988 | D | $44.7 | 688,066 | D | |||
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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 | ||||||||
| Explanation of Responses: |
| 1. Represents shares of common stock earned in connection with the settlement of performance share units previously granted pursuant to the Hilton Grand Vacations Inc. 2017 Omnibus Incentive Plan for the performance period commencing on August 2, 2021 and ending on December 31, 2023. Such shares were earned based on the determination of the Issuer's Compensation Committee as to the satisfaction of the applicable performance metrics. |
| 2. The amount of securities beneficially owned following the reported transaction includes 324 shares acquired on June 30, 2023 at $32.70 per share and 271 shares acquired on December 29, 2023 at $34.15 per share, each under the Issuer's employee stock purchase plan based on information furnished by the administrator of the plan, which transactions are exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(c) promulgated thereunder. |
| 3. Represents the number of shares of common stock withheld by the Issuer to satisfy tax withholding requirements in connection with the issuance of share of common stock in settlement of performance share units described in footnote (1) above. |
| 4. Represents shares of common stock earned in connection with the settlement of performance share units previously granted pursuant to the Hilton Grand Vacations Inc. 2017 Omnibus Incentive Plan for the performance period commencing on January 1, 2022 and ending on December 31, 2023. Such shares were earned based on the determination of the Issuer's Compensation Committee as to the satisfaction of the applicable performance metrics. |
| 5. Represents the number of shares of common stock withheld by the Issuer to satisfy tax withholding requirements in connection with the issuance of share of common stock in settlement of performance share units described in footnote (4) above. |
| Remarks: |
| Title: President and Chief Executive Officer |
| /s/ Charles R. Corbin, as Attorney-in-Fact | 02/23/2024 | |
| ** 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. | ||