SEC Form 4 · accession 0001104659-18-038130
WYNDHAM HOTELS & RESORTS, INC. · WH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nicola Rossi
Officer — Chief Accounting Officer
Period of report
May 31, 2018
Accepted (ET)
Jun 4, 2018 · 8:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001722684
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 31, 2018 | A | 250 | $0.00 | A | 250 | D | |
| Common StockF2 | May 31, 2018 | A | 1,912 | $0.00 | A | 2,162 | D | |
| Common StockF3 | May 31, 2018 | A | 8,209 | $0.00 | A | 8,209 | D | |
| Common StockF4 | May 31, 2018 | A | 1,448 | $0.00 | A | 9,657 | D | |
| Common StockF5 | Jun 1, 2018 | A | 7,328 | $0.00 | A | 16,985 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F6 | $61.40 | Jun 1, 2018 | A | 12,798 | A | — | Jun 1, 2028 | Common Stock | 12,798 | 12,798 | D |
Explanation of responses
- F1Shares of common stock received in the May 31, 2018 pro rata distribution of shares of the Registrant by Wyndham Destinations, Inc. to its stockholders (the "Spin-off").
- F2Common stock acquired in connection with the Spin-off as a result of vesting on May 31, 2018 of previously-granted performance vested restricted stock units issued under the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan.
- F3Restricted stock units received on May 31, 2018 under the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan (the "Plan") in connection with the Spin-off. The units vest in full on the earliest of (i) November 30, 2018, subject to the reporting person's continuous employment with the Registrant, (ii) the Registrant's termination of the reporting person's employment without "cause," and (iii) the date on which such units would have vested in accordance with the terms of the existing award agreement, subject to the reporting person's continuous employment with the Registrant. The reporting person will receive one share of common stock for each vested restricted stock unit.
- F4Restricted stock units received on May 31, 2018 under the Plan in connection with the Spin-off. The units vest in full on the earlier of (i) June 30, 2019, subject to the reporting person's continuous employment with the Registrant, and (ii) the Registrant's termination of the reporting person's employment without "cause" on or after December 31, 2018. The reporting person will receive one share of common stock for each vested restricted stock unit.
- F5Restricted stock units granted on June 1, 2018 under the Plan. The units vest in four equal installments on each of the first four anniversaries of June 1, 2018, subject to the reporting person's continued employment with the Registrant. The reporting person will receive one share of common stock for each vested restricted stock unit.
- F6Stock options granted on June 1, 2018 under the Plan. The options vest in four equal installments on each of the first four anniversaries of June 1, 2018, subject to the reporting person's continued employment with the Registrant.