SEC Form 4 · accession 0001104659-18-038110
Travel & Leisure Co. · TNL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Stephen P Holmes
Director
Period of report
May 31, 2018
Accepted (ET)
Jun 4, 2018 · 8:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001361658
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 31, 2018 | A | 211,153 | $0.00 | A | 1,331,937 | D | |
| Common StockF3,F2 | May 31, 2018 | A | 84,217 | $0.00 | A | 1,416,154 | D | |
| Common StockF4,F5 | Jun 1, 2018 | A | 3,079 | $0.00 | A | 3,511 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Settled Stock Appreciation RightF6 | $72.97 | May 31, 2018 | D | 22,256 | D | — | Feb 27, 2020 | Common Stock | 22,256 | 0 | D |
| Stock Settled Stock Appreciation RightF6 | $32.28 | May 31, 2018 | A | 22,256 | A | May 31, 2018 | Feb 27, 2020 | Common Stock | 22,256 | 22,256 | D |
| Stock Settled Stock Appreciation RightF7 | $91.81 | May 31, 2018 | D | 50,539 | D | — | Feb 26, 2021 | Common Stock | 50,539 | 0 | D |
| Stock Settled Stock Appreciation RightF7 | $40.62 | May 31, 2018 | A | 50,539 | A | May 31, 2018 | Feb 26, 2021 | Common Stock | 50,539 | 50,539 | D |
| Stock Settled Stock Appreciation RightF8 | $71.65 | May 31, 2018 | D | 109,489 | D | — | Feb 25, 2022 | Common Stock | 109,489 | 0 | D |
| Stock Settled Stock Appreciation RightF8 | $31.70 | May 31, 2018 | A | 109,489 | A | May 31, 2018 | Feb 25, 2022 | Common Stock | 109,489 | 109,489 | D |
Explanation of responses
- F1Common stock acquired upon vesting on May 31, 2018, in connection with the Registrant's spin-off transaction (the "Spin-Off"), of performance vested restricted stock units previously granted under the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan (the "Plan").
- F2Includes previously reported shares of common stock.
- F3Common stock acquired under the Plan upon vesting on May 31, 2018, in connection with the Spin-Off, of restricted stock units previously granted under the Plan.
- F4Restricted stock units granted on June 1, 2018 under the Plan for service as a non-employee director of the Registrant. The units vest in four equal installments on each of the first four anniversaries of June 1, 2018, subject to the reporting person's continued service with the Registrant. The reporting person will receive one share of common stock for each vested restricted stock unit.
- F5Includes previously reported restricted stock units.
- F6The two reported transactions involve an adjustment to outstanding Stock Settled Stock Appreciation Rights ("SSARs") previously granted under the Plan in connection with the Spin-Off, resulting in the deemed cancellation of the existing SSARs and the grant of replacement SSARs. The SSARs were originally granted on February 27, 2014. The SSARs vested on May 31, 2018, and each SSAR confers upon the reporting person the right to receive an amount in common stock equal to the excess of the fair market value of a share of common stock on the date of exercise over the exercise price of the SSAR.
- F7The two reported transactions involve an adjustment to outstanding SSARs previously granted under the Plan in connection with the Spin-Off, resulting in the deemed cancellation of the existing SSARs and the grant of replacement SSARs. The SSARs were originally granted on February 27, 2015. The SSARs vested on May 31, 2018, and each SSAR confers upon the reporting person the right to receive an amount in common stock equal to the excess of the fair market value of a share of common stock on the date of exercise over the exercise price of the SSAR.
- F8The two reported transactions involve an adjustment to outstanding SSARs previously granted under the Plan in connection with the Spin-Off, resulting in the deemed cancellation of the existing SSARs and the grant of replacement SSARs. The SSARs were originally granted on February 27, 2016. The SSARs vested on May 31, 2018, and each SSAR confers upon the reporting person the right to receive an amount in common stock equal to the excess of the fair market value of a share of common stock on the date of exercise over the exercise price of the SSAR.
Remarks
Exhibit 24 - Power of Attorney of Stephen P. Holmes