SEC Form 4 · accession 0001140361-18-010581
Extended Stay America, Inc. · STAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan S Halkyard
Officer — See Remarks · Director
Period of report
Feb 23, 2018
Accepted (ET)
Feb 27, 2018 · 6:26 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 | Feb 23, 2018 | A | 89,383 | $0.00 | A | 395,078 | D | |
| Paired SharesF1 | Feb 23, 2018 | A | 2,440 | $0.00 | A | 397,518 | D | |
| Paired SharesF1 | Feb 23, 2018 | A | 4,689 | $0.00 | A | 402,207 | D | |
| Paired SharesF1 | Feb 23, 2018 | A | 3,534 | $0.00 | A | 405,741 | D | |
| Paired SharesF1 | Feb 23, 2018 | A | 8,325 | $0.00 | A | 414,066 | D | |
| Paired SharesF1,F7 | holding | — | — | — | 10,000 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
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 transactions in Paired Shares by the reporting person shown on this Form 4 has been concurrently filed with respect to ESH Hospitality, Inc. as issuer.
- F2The reported transaction is an award of Restricted Stock Units in respect of Paired Shares. Subject to the reporting person's continued employment through the applicable vesting date, these Restricted Stock Units are scheduled to vest annually over a three-year period such that one-third of the Restricted Stock Units will vest on each of February 23, 2019, February 23, 2020 and February 23, 2021. Vested Restricted Stock Units will be settled in Paired Shares on the March 15th next following the applicable vesting date (or, in any year when the 15th of March falls on a non-business day, the business day immediately prior to such date).
- F3The reported transaction is the vesting of performance-vesting Restricted Stock Units awarded on March 16, 2015, based on the achievement of a cumulative EBITDA target for the 2017 calendar year.
- F4The reported transaction is the vesting of performance-vesting Restricted Stock Units awarded on February 24, 2016, based on the achievement of a cumulative EBITDA target for the 2017 calendar year.
- F5The reported transaction is the vesting of performance-vesting Restricted Stock Units awarded on February 21, 2017, based on the achievement of a cumulative EBITDA target for the 2017 calendar year.
- F6The reported transaction is the vesting of performance-vesting Restricted Stock Units awarded on March 16, 2015, based on the achievement of a relative total shareholder return target for the period beginning on January 1, 2015 and ending on December 31, 2017.
- F7The reporting person beneficially owns these Paired Shares indirectly through the Halkyard Family Trust. The reporting person serves as the trustee of the trust, and he and his wife are the beneficiaries of the trust.
Remarks
Mr. Halkyard is the President and Chief Executive Officer of Extended Stay America, Inc. and ESH Hospitality, Inc.