SEC Form 4 · accession 0001140361-16-082207

ESH Hospitality, Inc.

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Each Paired Share is comprised of one share of common stock, par value $0.01 per share, of Extended Stay America, Inc. and one share of Class B Common Stock, par value $0.01 per share, of ESH Hospitality, Inc., which shares are paired and traded as a single unit. A Form 4 reflecting the holdings of Paired Shares by the Reporting Persons shown on this Form 4 has been concurrently filed with respect to Extended Stay America, Inc. as issuer.
• F10(continued from Footnote 9) Jeffrey H. Aronson and Mark T. Gallogly, the managing members of CCP SBS GP, LLC and the directors of Centerbridge Credit Cayman GP Ltd. and Centerbridge Cayman GP Ltd., share the power to vote and invest the Paired Shares and shares of voting preferred stock held by Centerbridge Credit Partners, L.P., Centerbridge Credit Partners TE Intermediate I, L.P., Centerbridge Credit Partners Offshore Intermediate III, L.P., Centerbridge Capital Partners AIV VI-A, L.P., Centerbridge Capital Partners AIV VI-B, L.P., Centerbridge Capital Partners Strategic AIV I, L.P. and Centerbridge Capital Partners SBS, L.P. (continued in Footnote 11)
• F11(continued from Footnote 10) Each of the Centerbridge entities (other than the Centerbridge entities that directly hold Paired Shares to the extent of their direct holdings) and Messrs. Gallogly and Aronson may be deemed to beneficially own the Paired Shares and shares of Preferred Stock beneficially owned by such direct holders directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
• F12Due to the limitations of the Securities and Exchange Commission's EDGAR system, Centerbridge Credit Partners, L.P., Centerbridge Credit Partners TE Intermediate I, L.P., Centerbridge Credit Partners Offshore Intermediate III, L.P., Centerbridge Capital Partners AIV VI-A LP, Centerbridge Capital Partners AIV VI-B LP, Centerbridge Capital Partners Strategic AIV I, L.P. and Centerbridge Capital Partners SBS, L.P. have filed a separate Form 4.
• F13The entities directly holding the Paired Shares as described above underwent an internal restructuring whereby such entities now have different general partners (or such entities' general partners have different general partners) than reflected in prior filings. As reflected in the above footnotes, Centerbridge Credit Cayman GP Ltd. replaced Centerbridge Credit GP Investors, L.L.C. and Centerbridge Credit Offshore GP Investors, L.L.C. as the general partner of Centerbridge Credit Partners General Partner, L.P. and Centerbridge Credit Partners Offshore General Partner, L.P., respectively, Centerbridge Cayman GP Ltd. replaced Centerbridge GP Investors, LLC as general partner of Centerbridge Associates, L.P., and CCP SBS GP, LLC replaced Centerbridge Associates, L.P. as the general partner of Centerbridge Capital Partners SBS, L.P.
• F14In connection with the secondary offering of Paired Shares by certain selling shareholders pursuant to (i) an underwriting agreement (the "Underwriting Agreement") and prospectus supplement, each dated September 29, 2016, and (ii) a share repurchase agreement (the "Share Repurchase Agreement"), dated September 26, 2016, the reporting persons, as selling shareholders, sold Paired Shares in amounts shown in the above table.
• F15This filing constitutes a Form 4 exit filing for Centerbridge Credit GP Investors, L.L.C., Centerbridge Credit Offshore GP Investors, L.L.C. and Centerbridge GP Investors, LLC.
• F2These Paired Shares are directly held by Centerbridge Credit Partners, L.P.
• F3These Paired Shares are directly held by Centerbridge Credit Partners TE Intermediate I, L.P.
• F4These Paired Shares are directly held by Centerbridge Credit Partners Offshore Intermediate III, L.P.
• F5These Paired Shares are directly held by Centerbridge Capital Partners AIV VI-A, L.P.
• F6These Paired Shares are directly held by Centerbridge Capital Partners AIV VI-B, L.P.
• F7These Paired Shares are directly held by Centerbridge Capital Partners Strategic AIV I, L.P.
• F8These Paired Shares are directly held by Centerbridge Capital Partners SBS, L.P.
• F9Centerbridge Credit Partners General Partner, L.P. is the general partner of Centerbridge Credit Partners, L.P. and Centerbridge Credit Partners TE Intermediate I, L.P. Centerbridge Credit Partners Offshore General Partner, L.P. is the general partner of Centerbridge Credit Partners Offshore Intermediate III, L.P. Centerbridge Credit Cayman GP Ltd. is the general partner of Centerbridge Credit Partners General Partner, L.P. and Centerbridge Credit Partners Offshore General Partner, L.P. Centerbridge Associates, L.P. is the general partner of Centerbridge Capital Partners AIV VI-A, L.P., Centerbridge Capital Partners AIV VI-B, L.P. and Centerbridge Capital Partners Strategic AIV I, L.P. Centerbridge Cayman GP Ltd. is the general partner of Centerbridge Associates, L.P. CCP SBS GP, LLC is the general partner of Centerbridge Capital Partners SBS, L.P. (continued in Footnote 10)