SEC Form 4 · accession 0000899243-18-014772
La Quinta Holdings Inc. · LQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mitesh B. Shah
Director
Period of report
May 30, 2018
Accepted (ET)
Jun 1, 2018 · 6:59 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001594617
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | May 30, 2018 | D | 7,410 | $16.80 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F6,F4,F5 | — | May 30, 2018 | D | 686 | D | — | — | Common Stock | 686 | 0 | D |
| Restricted Stock UnitsF2,F6,F4,F7 | — | May 30, 2018 | D | 377 | D | — | — | Common Stock | 377 | 0 | D |
| Restricted Stock UnitsF2,F6,F4,F8 | — | May 30, 2018 | D | 4,356 | D | — | — | Common Stock | 4,356 | 0 | D |
| Restricted Stock UnitsF2,F6,F4,F9 | — | May 30, 2018 | D | 5,249 | D | — | — | Common Stock | 5,249 | 0 | D |
Explanation of responses
- F1On 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").
- F2This 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").
- F3At the Effective Time, each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $16.80 in cash per share after giving effect to the Reverse Stock Split, without interest and after giving effect to any required withholding taxes (the "Merger Consideration").
- F4Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
- F5These RSUs were to vest on June 11, 2018.
- F6Immediately 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.
- F7These RSUs were to vest on July 24, 2018.
- F8These RSUs were to vest in two equal annual installments on June 11, 2018 and June 11, 2019.
- F9These RSUs were to vest in three equal annual installments on June 11, 2018, June 11, 2019 and June 11, 2020.