SEC Form 4 · accession 0000899243-16-023808
STARWOOD HOTELS & RESORTS WORLDWIDE, LLC · HOT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bruce W Duncan
Director
Period of report
Jun 24, 2016
Accepted (ET)
Jun 28, 2016 · 9:56 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000316206
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 24, 2016 | M | 633 | — | A | 49,017 | D | |
| Common Stock | holding | — | — | — | 71,366 | I | Bruce W. Duncan Revocable.. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | — | Jun 24, 2016 | M | 633 | D | Jun 24, 2016 | Jun 24, 2016 | Common Stock | 633 | 0 | D |
| Restricted Stock UnitsF2,F3,F5 | — | Jun 24, 2016 | A | 449 | A | Jun 24, 2019 | — | Common Stock | 449 | 449 | D |
| Phantom StockF2,F9,F6,F8 | — | Jun 24, 2016 | A | 286 | A | — | — | Common Stock | 286 | 8,214 | D |
| Restricted Stock UnitsF2,F3,F5 | — | Jun 24, 2016 | A | 27 | A | Jun 24, 2019 | — | Common Stock | 27 | 762 | D |
Explanation of responses
- F1For purposes of this report, reflects an adjustment to the Restricted Stock Units that was made in connection with the separation of the Issuer's vacation ownership business from its other business on May 11, 2016.
- F2Not Applicable.
- F3Restricted Stock Units are convertible into Common Stock on a one-for-one basis.
- F4Restricted Stock Units granted under the Starwood Hotels & Resorts Worldwide, Inc. 2013 Long-Term Incentive Compensation Plan by Reporting Person as fees for serving as Chairman of Starwood's Board of Directors.
- F5Restricted Stock Units vest on the third anniversary of the grant date. As per the terms of Reporting Person's Deferral Agreement, Restricted Stock Units will convert into Common Stock and will be distributed on January 15 of the fifth year following the vesting date, or, if earlier, the date the Reporting Person ceases to be a director.
- F6Phantom Stock is convertible into Common Stock on a one-for-one basis.
- F7Director fees pursuant to Starwood Hotels & Resorts Worldwide, Inc. 2013 Long-Term Incentive Compensation Plan.
- F8As per the terms of Reporting Person's Deferral Agreement, Phantom Stock will convert into Common Stock and will be distributed to the Reporting Person on January 15, 2021 or if earlier, in the first quarter of the first calendar year following the calendar year in which Reporting Person ceases to be a director.
- F9Reflects an adjustment to the Phantom Stock that was made in connection with the separation of the Issuer's vacation ownership business from its other businesses on May 11, 2016.