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 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) 03/09/2017 | ||||||||||||||||||||||||||
| 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 | 03/09/2017 | A(1) | 10,601 | A | $0.00 | 32,323 | D | |||
| Common Stock | 03/09/2017 | A(2) | 8,922 | A | $0.00 | 41,245 | D | |||
| Common Stock | 03/09/2017 | F(3) | 2,441 | D | $28.3 | 38,804 | D | |||
| Common Stock | 03/09/2017 | A(4) | 14,134 | A | $0.00 | 52,938 | 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 | ||||||||
| Stock Option (Right to Buy) | $28.3 | 03/09/2017 | A | 31,802 | (5) | 03/09/2027 | Common Stock | 31,802 | $0.00 | 31,802 | D | ||||
| Explanation of Responses: |
| 1. Restricted stock units that vest over three years from the date of grant as follows: 25% on the first anniversary, 25% on the second anniversary, and 50% on the third anniversary. |
| 2. Represents the settlement of performance share units granted by Hilton Worldwide Holdings Inc. ("HLT") and converted into restricted share units of Hilton Grand Vacations 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. |
| 3. Represents the number of shares of common stock withheld by the Issuer to satisfy tax withholding requirements in connection with the settlement of performance share units. |
| 4. Restricted stock units that vest in three equal annual installments from the date of grant. |
| 5. Stock options that vest over three years from the date of grant as follows: 25% on the first anniversary, 25% on the second anniversary, and 50% on the third anniversary. |
| Remarks: |
| Title: Executive Vice President and Chief Human Resources Officer |
| /s/ Charles R. Corbin, Jr., As Attorney-in-Fact | 03/10/2017 | |
| ** 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). | ||
| 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. | ||