Wyndham Hotels & Resorts (WH) Form 4 WYNDHAM HOTELS & RESORTS / Geoffrey A Ballotti 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^*

Ballotti Geoffrey A

(Last) (First) (Middle)

WYNDHAM HOTELS & RESORTS, INC.

22 SYLVAN WAY

(Street)

PARSIPPANY NJ 07054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WYNDHAM HOTELS & RESORTS, INC. [ WH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2024

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	12/16/2024		M(1)		32,742	A	$53.4	410,267(2)	D
Common Stock	12/16/2024		S(3)		12,732	D	$103.32(4)	397,535(2)	D
Common Stock	12/16/2024		S(3)		12,321	D	$104.01(5)	385,214(2)	D
Common Stock	12/17/2024		M(1)		32,742	A	$53.4	417,956(2)	D
Common Stock	12/17/2024		S(3)		600	D	$102.62(6)	417,356(2)	D
Common Stock	12/17/2024		S(3)		19,007	D	$103.33(7)	398,349(2)	D
Common Stock	12/17/2024		S(3)		5,410	D	$103.98(8)	392,939(2)	D
Common Stock								135,806(9)	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
Non-Qualified Stock Options	$53.4	12/16/2024		M(1)			32,742	(10)	02/25/2026	Common Stock	32,742	$0	229,190	D
Non-Qualified Stock Options	$53.4	12/17/2024		M(1)			32,742	(10)	02/25/2026	Common Stock	32,742	$0	196,448	D

Explanation of Responses:

1. Transaction to exercise previously granted non-qualified stock options expiring on February 25, 2026 and effectuated pursuant to Rule 10b5-1 Trading Plan adopted September 10, 2024.

2. Represents shares of common stock.

3. Sale of common stock effectuated pursuant to Rule 10b5-1 Trading Plan adopted September 10, 2024 solely to cover option costs, tax obligations, commissions and fees incident to the exercise of non-qualified stock options granted in accordance with Rule 16b-3 and the delivery of shares in respect thereof.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.69 to $103.60, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.74 to $104.61, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.55 to $102.66, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.69 to $103.69, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.695 to $104.25, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.

9. Represents restricted stock units.

10. The options vested in four equal installments on each of the first four anniversaries of February 27, 2020.

	/s/ Paul F. Cash as Attorney-in-Fact for Geoffrey A. Ballotti	12/18/2024
	** 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).
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