SEC Form 4 · accession 0000899243-18-014762
La Quinta Holdings Inc. · LQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Glenn Alba
Director
Period of report
May 30, 2018
Accepted (ET)
Jun 1, 2018 · 6:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001594617
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F5,F1,F4 | — | May 30, 2018 | D | 1,733 | D | — | — | Common Stock | 1,733 | 0 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
- F2On May 30, 2018, Wyndham Worldwide Corporation, a Delaware corporation ("Buyer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and WHG BB Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of January 17, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger").
- F3This amount reflects the number of securities after giving effect to the 1:2 reverse stock split (the "Reverse Stock Split") effective immediately prior to the effective time of the Merger (the "Effective Time").
- F4These RSUs were to vest in three equal annual installments on October 20, 2018, October 20, 2019 and October 20, 2020.
- F5Immediately prior to the Effective Time, each outstanding RSU automatically vested and was cancelled, and the holder received for each RSU an amount in cash, less any applicable withholding taxes, equal to the product of (i) the number of shares of Issuer common stock subject to the RSU multiplied by (ii) the Merger Consideration.