SEC Form 4 · accession 0001140361-16-090390
Extended Stay America, Inc. · STAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
PAULSON & CO. INC.
10% Owner
Period of report
Dec 16, 2016
Accepted (ET)
Dec 20, 2016 · 5:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001581164
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Paired SharesF1,F2,F3,F4 | Dec 16, 2016 | S | 4,166,667 | $16.41 | D | 28,836,591 | I | By Managed Funds and Accounts |
| Paired SharesF1,F2,F3,F5 | Dec 16, 2016 | S | 208,333 | $16.41 | D | 28,628,258 | I | By Managed Funds and Accounts |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Paulson & Co. Inc. ("Paulson") is an investment advisor registered under the Investment Advisors Act of 1940. Paulson & Co. Inc., and/or its affiliates (collectively, "Paulson") serve as the investment manager of (i) Paulson Special Situations Fund, LP, (ii) Paulson Special Situations PEQ1 Ltd., (iii) Paulson Partners Enhanced, L.P., (iv) Paulson Enhanced Ltd., (v) ESA Recovery Acquisition, LLC, (vi) PCO EN LLC and (vii) PCO PP LLC (collectively, the "Paired Share Funds").
- F2John Paulson is the controlling person of Paulson. All Paired Shares reported on this Form 4 are owned by the Paired Share Funds. Each of Paulson and John Paulson may be deemed to indirectly beneficially own the securities directly owned by the Paired Share Funds. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Act"), the filing of this Form 4 shall not be deemed an admission by any person reporting on this Form 4 that such person, for purposes of Section 16 of the Act or otherwise, is the beneficial owner of any equity securities covered by this Form.
- F3Each 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 Person shown on this Form 4 has been concurrently filed with respect to ESH Hospitality, Inc. as issuer.
- F4In connection with the secondary offering of Paired Shares by certain selling shareholders pursuant to an underwriting agreement (the "Underwriting Agreement") and prospectus supplement, each dated December 12, 2016 (the "Secondary Offering"), the Reporting Person, as a selling shareholder, sold Paired Shares in the amounts shown in the above table. The Secondary Offering closed on December 16, 2016. This amount represents an aggregate price per Paired Share of $16.41.
- F5Concurrent with the closing of the Secondary Offering, Extended Stay America, Inc. and ESH Hospitality, Inc. repurchased 208,333 Paired Shares from the Reporting Person at a price of $16.41 per Paired Share.