SEC Form 4 · accession 0001585689-17-000015
Hilton Worldwide Holdings Inc. · HLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher J Nassetta
Officer — See Remarks · Director
Period of report
Jan 6, 2017
Accepted (ET)
Jan 10, 2017 · 7:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001585689
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jan 6, 2017 | A | 65,194 | $0.00 | A | 2,029,210 | D | |
| Common StockF3 | Jan 6, 2017 | A | 95,639 | $0.00 | A | 2,124,849 | D | |
| Common StockF4 | holding | — | — | — | 677,933 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents conversion of 2015 performance awards into restricted shares in connection with the Issuer's spin-off of Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc. (the "spin-offs"). All of these restricted shares vest on December 31, 2017.
- F2Reflects adjustment of unvested restricted stock units in connection with the spin-offs and a 1-for-3 reverse stock split of the Issuer's common stock effected on January 3, 2017.
- F3Represents conversion of 2016 performance awards into restricted shares in connection with the spin-offs. All of these restricted shares vest on December 31, 2018.
- F4These shares are held by Harwood Road LLC, a limited liability company. A revocable living trust, of which Mr. Nassetta is the trustee and a beneficiary, serves as the managing member of Harwood Road LLC. 99% of the economic interests in the limited liability company are held by a family trust for the benefit of Mr. Nassetta's children and the remaining 1% is held by the aforementioned living trust. The Reporting Person states that this filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any securities reported herein as indirectly held, and disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein.
Remarks
President and Chief Executive Officer