SEC Form 4 · accession 0001640141-16-000004
Xenia Hotels & Resorts, Inc. · XHR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Atish Shah
Officer — See remarks
Period of report
Apr 25, 2016
Accepted (ET)
Apr 25, 2016 · 5:33 pm EDT
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 | Apr 25, 2016 | A | 26,738 | $0.00 | A | 26,738 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF2,F3 | — | Apr 25, 2016 | A | 12,945 | A | — | — | Common Stock | 12,945 | 12,945 | D |
Explanation of responses
- F1Reflects an award of Restricted Stock Units ("RSUs") in the Issuer pursuant to the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan. The RSUs will vest in substantially equal installments on each of February 4, 2017 and February 4, 2018, subject to accelerated vesting upon certain terminations of the Reporting Person's employment or a change of control of the Issuer, in each case as described in the award agreement governing the RSU award. The RSUs will be settled in shares of the Issuer's common stock within 20 days after the applicable vesting date.
- F2LTIP Units are a class of limited partnership units in XHR LP (the "Operating Partnership"), of which the Issuer's wholly-owned subsidiary is the general partner. Initially, the LTIP Units do not have full parity with common limited partnership units of the Operating Partnership ("Common Units") with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units may be converted into an equal number of Common Units on a one for one basis at any time at the request of the Reporting Person or the general partner of the Operating Partnership.
- F3(continued from Footnote 2): Common Units are redeemable for cash based on the fair market value of an equivalent number of shares of the Issuer's common stock, or, at the election of the Issuer, an equal number of shares of the Issuer's common stock, each subject to adjustment in the event of stock splits, specified extraordinary distributions or similar events. The LTIP Units issued pursuant to the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan vest 33% on February 4, 2017, 33% on February 4, 2018 and 34% on February 4, 2019, subject to earlier vesting upon certain terminations of the Reporting Person's employment or a change of control of the Issuer, in each case as described in the award agreement governing the LTIP Unit award.
Remarks
Executive Vice President, Chief Financial Officer and Treasurer