SEC Form 4 · accession 0001387131-17-004852
Moody National REIT II, Inc.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William H Armstrong III
Director
Period of report
Sep 27, 2017
Accepted (ET)
Sep 28, 2017 · 4:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001615222
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| CLASS A COMMON STOCKF1 | Sep 27, 2017 | A | 8,968 | — | A | 8,968 | D | |
| CLASS A COMMON STOCKF2,F3 | Sep 27, 2017 | A | 5,000 | $0.00 | A | 13,968 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Received in exchange for 21,874.495 shares of Moody National REIT I, Inc. ("Moody I") common stock in connection with the merger of Moody I with and into the issuer (the "Merger"). In the Merger, each share of Moody I common stock was converted into the right to receive either (i) cash, in the amount of $10.25 per share of Moody I common stock (the "Per Share Cash Consideration") or (ii) 0.41 shares of issuer common stock per share of Moody I common stock. Pursuant to the agreement and plan of merger governing the Merger, the parties thereto agreed that the price of each share of issuer common stock was $25.00.
- F2Reflects the grant of 5,000 restricted shares of Class A common stock (the "Shares") pursuant to the issuer's independent directors' compensation plan (the "Plan") upon the reporting person's appointment to the issuer's board of directors. The Shares granted pursuant to the Plan will generally vest and become non-forfeitable in equal quarterly installments beginning on the first day of the first quarter following the date of grant; provided, however, that the shares of restricted stock granted pursuant to the Plan will become fully vested on the earlier to occur of (i) the termination of the reporting person's service as a director due to his death or disability, or (ii) a change in control of the issuer.
- F3Shares of restricted common stock granted at no cost pursuant to the Plan.