Sean M. Dell'Orto Form 4 Park Hotels & Resorts / Sean M. Dell'Orto 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^*

Dell'Orto Sean M.

(Last) (First) (Middle)

C/O PARK HOTELS & RESORTS INC.

1600 TYSONS BLVD. SUITE 1000

(Street)

MCLEAN VA 22101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Park Hotels & Resorts Inc. [ PK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2017

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

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

X	Form filed by One Reporting Person
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/23/2017		A(1)		10,344	A	$0	35,514(2)	D
Common Stock	02/23/2017		A(3)		28,603	A	$0	64,117(2)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$22.94	01/06/2017		J(4)		8,668		(5)	02/19/2024	Common Stock	8,668	$0	8,668	D
Stock Option	$29.26	01/06/2017		J(4)		8,066		(6)	02/10/2025	Common Stock	8,066	$0	8,066	D
Stock Option	$20.89	01/06/2017		J(4)		12,744		(7)	02/18/2026	Common Stock	12,744	$0	12,744	D

Explanation of Responses:

1. Represents the settlement of performance share units granted by Hilton Worldwide Holdings Inc. ("HLT") and converted into restricted share units of Park Hotels & Resorts Inc. (the "Issuer") in connection with the spin-off of the Issuer from HLT (the "Spin-off") based on a determination as to the satisfaction of the performance metrics by the compensation committee of HLT.

2. Includes 22,842 restricted stock units that represent equity awards granted by HLT that have been converted into equity awards of the Issuer in connection with the Spin-Off and 2,328 shares of common stock of the Issuer received with respect to shares of HLT common stock held prior to the Spin-off.

3. Represents awards of restricted shares of common stock of the Issuer under the Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan, approved by the compensation committee of the Issuer.

4. Represents stock option awards granted by HLT that have been converted into equity awards of the Issuer in connection with the Spin-Off.

5. The option vests in three equal annual installments beginning on February 19, 2014.

6. The option vests in three equal annual installments beginning on February 10, 2015.

7. The option vests in three equal annual installments beginning on February 18, 2016.

Remarks:

Title: Executive Vice President, Chief Financial Officer and Treasurer

	/s/ Thomas C. Morey, as Attorney-in-Fact	02/27/2017
	** 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).
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