SEC Form 4 · accession 0001209191-18-006962

Red Lion Hotels CORP · RLH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On January 19, 2018, Thirty-Eight Street, Inc. ("TESI") of which the reporting person is the President and Chief Executive Officer and holds 50% of the outstanding shares, became entitled to receive 414,000 shares of RLH common stock pursuant to an Asset Purchase Agreement dated September 30, 2016 between RLH, Vantage Hospitality Group, Inc., and TESI. The asset purchase agreement provided TESI would become eligible to earn an additional 414,000 shares of RLH common stock, for no additional consideration, upon the attainment of certain performance criteria, specifically the retention of Vantage properties under franchise or membership license agreements during the 12 months ended September 30, 2017. The reporting person's right to receive additional shares became fixed and irrevocable on September 30, 2016, the effective date of the Vantage acquisition.
• F2The price is based on the closing price on September 30, 2016, the date of the Vantage acquisition.
• F3Represents shares held by Thirty-Eight Street, Inc. a Florida corporation ("TESI"). Mr. Bloss disclaims beneficial ownership of the portion of these shares in which he does not have any pecuniary interest. Mr. Bloss hold 50% of the outstanding shares of TESI and serves as its President and Chief Executive Officer.
• F4Amount includes total number of restricted stock units held.