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 Watermark Lodging Trust, Inc. [ NONE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/13/2021 | ||||||||||||||||||||||||||
| 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 | ||||||
| Class A Common Stock | 268,864.762(1) | I | By Michael G. Medzigian Revocable Trust | |||||||
| Class A Common Stock | 04/13/2021 | A(2) | 544,464.61 | A | $0 | 938,855.4952 | D | |||
| Class A Common Stock | 04/13/2021 | A(3) | 32,865.907 | A | $0 | 971,721.4022 | D | |||
| Class A Common Stock | 04/13/2021 | F(4) | 59,618.755(4) | D | $5.51(4) | 912,102.6472 | 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 | ||||||||
| OP Units | (5) | (5) | (5) | Class A Common Stock | 2,417,996(5) | 2,417,996(5) | I | By Watermark Capital Partners LLC | |||||||
| Explanation of Responses: |
| 1. Subsequent to the Reporting Person's last Form 4 filed on April 15, 2020, the Reporting Person transferred 31,282.528 shares of WLT's Class A Common Stock to a trust in which the Reporting Person holds a pecuniary interest. |
| 2. Represents restricted share units ("RSUs") granted under the Watermark Lodging Trust, Inc. 2015 Equity Incentive Plan. These RSUs are scheduled to vest in three equal annual installments beginning on April 13, 2022 and ending on April 13, 2024 and will be settled on a one-for-one basis in shares of the Issuer's Class A Common Stock. |
| 3. Represents the vesting of performance-based RSU's upon the achievement of the applicable performance criteria. |
| 4. Represents the disposition of shares back to the Issuer in satisfaction of certain tax liabilities. |
| 5. Subsequent to the Reporting Person's last Form 4 filed on April 15, 2020, the Reporting Person transferred 2,417,996 OP Units to Watermark Capital Partners LLC, which is wholly owned by the Reporting Person. The OP Units are convertible for a number of shares of Class A Common Stock of equivalent value, at any time at the option of the holder and without expiration, for no additional consideration. |
| Remarks: |
| /s/ Elizabeth Van Aken, Attorney-in-fact | 04/15/2021 | |
| ** 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. | ||