SEC Form 4 · accession 0000899243-18-014782
La Quinta Holdings Inc. · LQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Keith A. Cline
Officer — See remarks · Director
Period of report
May 30, 2018
Accepted (ET)
Jun 1, 2018 · 7:02 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 | A | 113,156 | $0.00 | A | 349,436 | D | |
| Common StockF2,F4 | May 30, 2018 | D | 135,349 | $16.80 | D | 214,087 | D | |
| Common StockF2,F5 | May 30, 2018 | D | 214,087 | $16.80 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
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").
- F3Immediately prior to the Effective Time, certain performance share units previously granted to the Reporting Person converted into restricted stock awards pursuant to the terms of the Merger Agreement.
- F4At 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").
- F5Reflects shares of restricted stock after giving effect to the Reverse Stock Split. Immediately prior to the Effective Time, each outstanding share of restricted stock automatically vested and was cancelled, and the holder received for each restricted share an amount in cash, less any applicable withholding taxes, equal to the product of (i) the number of restricted shares and (ii) the Merger Consideration.
Remarks
President and Chief Executive Officer