SEC Form 4 · accession 0001209191-15-010313
Xenia Hotels & Resorts, Inc. · XHR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marcel Verbaas
Officer — See Remarks · Director
Period of report
Feb 4, 2015
Accepted (ET)
Feb 6, 2015 · 4:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001616000
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 4, 2015 | A | 146 | $0.00 | A | 146 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share UnitsF2,F3 | $0.00 | Feb 4, 2015 | A | 58,087 | A | Mar 12, 2017 | Mar 12, 2017 | Common Stock | 58,087 | 58,087 | D |
| Share UnitsF2,F4 | $0.00 | Feb 4, 2015 | A | 73,847 | A | — | — | Common Stock | 73,847 | 73,847 | D |
Explanation of responses
- F1Represents shares of Common Stock granted to the Reporting Person pursuant to the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan in order to satisfy certain state law requirements relating to obtaining liquor licenses for properties belonging to the Issuer.
- F2Each share unit represents the contingent right to receive one share of Common Stock.
- F3The annual share units issued under the Xenia Hotels & Resorts, Inc. 2014 Share Unit Plan (the "2014 Share Unit Plan") vest and become payable on March 12, 2017. The annual share units will be settled in Common Stock or the cash equivalent thereof upon vesting, subject to earlier settlement upon termination of the Reporting Person's employment with the Issuer by the Reporting Person for Good Reason (as defined in the award agreement or the 2014 Share Unit Plan) or by the Issuer without Cause (as defined in the award agreement or the 2014 Share Unit Plan), and subject to earlier settlement in cash upon the Reporting Person's death or disability.
- F4The contingent share units issued under the 2014 Share Unit Plan vest and become payable in three equal annual installments beginning on February 4, 2016. The contingent share units will be settled in Common Stock or the cash equivalent thereof upon vesting, subject to earlier settlement upon termination of the Reporting Person's employment with the Issuer by the Reporting Person for Good Reason (as defined in the award agreement or the 2014 Share Unit Plan) or by the Issuer without Cause (as defined in the award agreement or the 2014 Share Unit Plan), and subject to earlier settlement in cash upon the Reporting Person's death or disability.
Remarks
President and Chief Executive Officer