SEC Form 4 · accession 0001179110-18-011107
ILG, LLC · ILG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Victoria J Kincke
Officer — EVP & General Counsel
Period of report
Sep 1, 2018
Accepted (ET)
Sep 4, 2018 · 8:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001434620
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stockF6 | Sep 1, 2018 | D | 101,017 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F7 | $0.00 | Sep 1, 2018 | D | 1,704 | D | — | — | Common Stock | 1,704 | 0 | D |
| Restricted stock unitF9 | $0.00 | Sep 1, 2018 | A | 3,890 | A | — | Feb 23, 2019 | Common stock | 3,890 | 3,890 | D |
| Restricted stock unitsF8 | $0.00 | Sep 1, 2018 | D | 3,890 | D | — | — | Common stock | 3,890 | 0 | D |
| Retricted Stock UnitsF2,F7 | $0.00 | Sep 1, 2018 | D | 5,839 | D | — | — | Common stock | 5,839 | 0 | D |
| Restricted stock unitF9 | $0.00 | Sep 1, 2018 | A | 11,142 | A | — | May 12, 2019 | Common stock | 11,142 | 11,142 | D |
| Restricted stock unitsF8 | $0.00 | Sep 1, 2018 | D | 11,142 | D | — | — | Common stock | 11,142 | 0 | D |
| Restricted stock unitsF3,F7 | $0.00 | Sep 1, 2018 | D | 11,143 | D | — | — | Common stock | 11,143 | 0 | D |
| Restricted Stock UnitsF4,F8 | $0.00 | Sep 1, 2018 | D | 5,573 | D | — | — | Common stock | 5,573 | 0 | D |
| Restricted stock unitsF9 | $0.00 | Sep 1, 2018 | A | 8,317 | A | — | Feb 14, 2020 | Common stock | 8,317 | 8,317 | D |
| Restricted stock unitF8 | $0.00 | Sep 1, 2018 | D | 8,317 | D | — | — | Common stock | 8,317 | 0 | D |
| Retricted Stock UnitsF5,F7 | $0.00 | Sep 1, 2018 | D | 5,775 | D | — | — | Common stock | 5,775 | 0 | D |
| Restricted Stock UnitsF9 | $0.00 | Sep 1, 2018 | A | 5,774 | A | — | Feb 20, 2021 | Common stock | 5,774 | 5,774 | D |
| Restricted stock unitsF8 | $0.00 | Sep 1, 2018 | D | 5,774 | D | — | — | Common stock | 5,774 | 0 | D |
Explanation of responses
- F1Represents RSUs originally granted on February 24, 2015.
- F2Represents RSUs originally granted on February 23, 2016.
- F3Represents RSUs originally granted on May 12, 2016.
- F4Represents RSUs originally granted on February 14, 2017.
- F5Represents RSUs originally granted on February 20, 2018.
- F6Pursuant to the Agreement and Plan of Merger, dated as of April 30, 2018 (the "Merger Agreement"), among ILG, Inc. (the "Company"), Marriott Vacations Worldwide Corporation ("MVW"), Ignite Holdco, Inc., Ignite Holdco Subsidiary, Inc., Volt Merger Sub, Inc. and Volt Merger Sub, LLC, each share of the Company's common stock, par value $0.01 per share ("ILG Common Stock"), was converted into the right to receive 0.165 shares of MVW's common stock, par value $0.01 per share ("MVW Common Stock"), and $14.75 in cash.
- F7Pursuant to the Merger Agreement, through a series of transactions, each outstanding restricted stock unit ("RSU") was converted into the right to receive (A) an RSU of MVW with respect to the number of shares of MVW Common Stock, rounded up or down to the nearest share, determined by multiplying the number of shares (the "RSU Share Number") of ILG Common Stock subject to the original RSU by 0.165, subject to the same terms and conditions (including vesting conditions) as the original RSU and (B) a cash award in an amount determined by multiplying the RSU Share Number by $14.75, subject to the same vesting conditions as the original RSU.
- F8Pursuant to the Merger Agreement, each outstanding performance-based restricted stock unit ("PSU") was converted into the right to receive (A) an RSU of MVW with respect to the number of shares of MVW Common Stock, rounded up or down to the nearest share, determined by multiplying the number of shares (the "PSU Share Number") of ILG Common Stock subject to the original PSU assuming achievement of applicable performance goals at target level by 0.165, subject to the same terms and conditions (including vesting conditions other than performance criteria) as the original PSU and (B) a cash award in an amount determined by multiplying the PSU Share Number by $14.75, subject to the same vesting conditions (other than performance criteria) as the original PSU.
- F9Represents performance share awards deemed earned at target pursuant to the Merger Agreement.