SEC Form 4 · accession 0000899243-16-032674
Red Lion Hotels CORP · RLH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2 | Oct 31, 2016 | P | 0 | $7.90 | A | 0 | D |
Table II — derivative securities
Explanation of responses
- F1As described in additional detail below, the reporting person acquired Section 13 beneficial ownership of 500,000 shares of Common Stock, but has no pecuniary interest in those shares and therefore has not acquired them for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). Following this acquisition, the reporting person had Section 13 beneficial ownership of 3,738,401 shares of Common Stock but had no pecuniary interest in those shares and therefore no beneficial ownership for the purposes of Section 16.
- F2The reporting person acquired these shares on behalf of HNA RLH Investments LLC from Columbia Pacific Opportunity Fund, L.P., a Washington limited partnership, for a purchase price of $7.90 per share, pursuant to a stock purchase agreement dated as of October 31, 2016.
Remarks
HNA Investment Management LLC (the "Manager") has been contractually delegated all authority to acquire, vote and dispose of the shares (the "Shares") of Common Stock of Red Lion Hotels Corporation (the "Issuer"). The Shares are held directly by HNA RLH Investments LLC ("HNA RLH"), which is a wholly-owned, indirect subsidiary of HNA Group Co., Ltd. HNA RLH retains the entire pecuniary interest in the Shares, and the Manager does not receive a performance-based fee for its services. Accordingly, the Manager, while considered a 10% shareholder of the Issuer, does not beneficially own any shares for the purposes of Section 16. The Manager has elected to make this filing for informational purposes only.