SEC Form 4 · accession 0000899243-17-007343
Hilton Grand Vacations Inc. · HGV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Dean Brown
Officer — EVP & Chief Operating Officer
Period of report
Mar 9, 2017
Accepted (ET)
Mar 13, 2017 · 6:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001674168
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Mar 9, 2017 | A | 26,502 | $0.00 | A | 68,491 | D | |
| Common Stock | Mar 9, 2017 | A | 10,410 | $0.00 | A | 78,901 | D | |
| Common Stock | Mar 9, 2017 | F | 2,848 | $28.30 | D | 76,053 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4 | $28.30 | Mar 9, 2017 | A | 79,505 | A | — | Mar 9, 2027 | Common Stock | 79,505 | 79,505 | D |
Explanation of responses
- F1Restricted stock units that vest over three years from the date of grant as follows: 25% on the first anniversary, 25% on the second anniversary, and 50% on the third anniversary.
- F2Represents the settlement of performance share units granted by Hilton Worldwide Holdings Inc. ("HLT") and converted into restricted share units of Hilton Grand Vacations Inc. (the "Issuer") in connection with the spin-off of the Issuer from HLT (the "Spin-off") based on a determination as to the satisfaction of the performance metrics by the compensation committee of HLT.
- F3Represents the number of shares of common stock withheld by the Issuer to satisfy tax withholding requirements in connection with the settlement of performance share units.
- F4Stock options that vest over three years from the date of grant as follows: 25% on the first anniversary, 25% on the second anniversary, and 50% on the third anniversary.