Centerbridge Cayman GP Form 4 ESH Hospitality / Jeffrey Aronson ownership change

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^*

Centerbridge Credit Partners General Partner, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ESH Hospitality, Inc. [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Paired Shares	09/29/2016		D⁽¹⁾⁽¹³⁾		1,000,766	D	$14.16⁽¹⁴⁾	7,034,545	I	See Footnotes⁽¹⁾⁽²⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹⁵⁾
Paired Shares	09/29/2016		D⁽¹⁾⁽¹³⁾		1,226,312	D	$14.16⁽¹⁴⁾	8,619,938	I	See Footnotes⁽¹⁾⁽³⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹⁵⁾
Paired Shares	09/29/2016		D⁽¹⁾⁽¹³⁾		429,589	D	$14.16⁽¹⁴⁾	3,019,646	I	See Footnotes⁽¹⁾⁽⁴⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹⁵⁾
Paired Shares	09/29/2016		D⁽¹⁾⁽¹³⁾		1,118,798	D	$14.16⁽¹⁴⁾	9,169,231	I	See Footnotes⁽¹⁾⁽⁵⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹⁵⁾
Paired Shares	09/29/2016		D⁽¹⁾⁽¹³⁾		1,118,381	D	$14.16⁽¹⁴⁾	9,165,813	I	See Footnotes⁽¹⁾⁽⁶⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹⁵⁾
Paired Share	09/29/2016		D⁽¹⁾⁽¹³⁾		80,807	D	$14.16⁽¹⁴⁾	608,071	I	See Footnotes⁽¹⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹⁵⁾
Paired Share	09/29/2016		D⁽¹⁾⁽¹³⁾		8,680	D	$14.16⁽¹⁴⁾	61,014	I	See Footnotes⁽¹⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Centerbridge Credit Partners General Partner, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Centerbridge Credit Cayman GP, Ltd.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Centerbridge Credit Partners Offshore General Partner, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Centerbridge Associates, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Centerbridge Cayman GP Ltd.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Aronson Jeffrey

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Gallogly Mark T

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Explanation of Responses:

1. Each Paired Share is comprised of one share of common stock, par value $0.01 per share, of Extended Stay America, Inc. and one share of Class B Common Stock, par value $0.01 per share, of ESH Hospitality, Inc., which shares are paired and traded as a single unit. 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 Extended Stay America, 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. 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, L.P., Centerbridge Credit Partners TE Intermediate I, L.P., Centerbridge Credit Partners Offshore Intermediate III, L.P., Centerbridge Capital Partners AIV VI-A LP, Centerbridge Capital Partners AIV VI-B LP, Centerbridge Capital Partners Strategic AIV I, L.P. and Centerbridge Capital Partners SBS, L.P. have filed a separate Form 4.

13. The entities directly holding the Paired Shares as described above underwent an internal restructuring whereby such entities now have different general partners (or such entities' general partners have different general partners) than reflected in prior filings. As reflected in the above footnotes, Centerbridge Credit Cayman GP Ltd. replaced Centerbridge Credit GP Investors, L.L.C. and Centerbridge Credit Offshore GP Investors, L.L.C. as the general partner of Centerbridge Credit Partners General Partner, L.P. and Centerbridge Credit Partners Offshore General Partner, L.P., respectively, Centerbridge Cayman GP Ltd. replaced Centerbridge GP Investors, LLC as general partner of Centerbridge Associates, L.P., and CCP SBS GP, LLC replaced Centerbridge Associates, L.P. as the general partner of Centerbridge Capital Partners SBS, L.P.

14. In connection with the secondary offering of Paired Shares by certain selling shareholders pursuant to (i) an underwriting agreement (the "Underwriting Agreement") and prospectus supplement, each dated September 29, 2016, and (ii) a share repurchase agreement (the "Share Repurchase Agreement"), dated September 26, 2016, the reporting persons, as selling shareholders, sold Paired Shares in amounts shown in the above table.

15. This filing constitutes a Form 4 exit filing for Centerbridge Credit GP Investors, L.L.C., Centerbridge Credit Offshore GP Investors, L.L.C. and Centerbridge GP Investors, LLC.

	Centerbridge Credit Partners General Partner, L.P.; By: Centerbridge Credit Cayman GP Ltd., its general partner; By: /s/ Susanne V. Clark, Authorized Signatory	10/06/2016
	Centerbridge Credit Cayman GP Ltd.; By: /s/ Susanne V. Clark, Authorized Signatory	10/06/2016
	Centerbridge Credit Partners Offshore General Partner, L.P.; By: Centerbridge Credit Cayman GP Ltd.; By: /s/ Susanne V. Clark, Authorized Signatory	10/06/2016
	Centerbridge Associates, L.P.; By: Centerbridge Cayman GP Ltd.; By: /s/ Susanne V. Clark, Authorized Signatory	10/06/2016
	Centerbridge Cayman GP Ltd.; By: /s/ Susanne V. Clark, Authorized Signatory	10/06/2016
	/s/ Jeffrey H. Aronson	10/06/2016
	/s/ Mark T. Gallogly	10/06/2016
	** Signature of Reporting Person	Date
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Centerbridge Cayman GP Form 4ESH Hospitality / Jeffrey Aronson ownership change