SEC Form 4 · accession 0000899243-16-030051
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
Sep 22, 2016
Accepted (ET)
Sep 26, 2016 · 9:07 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 | Sep 22, 2016 | D | 49,655 | — | D | 0 | D | |
| Common StockF1 | Sep 22, 2016 | D | 71,366 | — | D | 0 | I | Bruce W. Duncan Revocable Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF3,F5,F2,F4 | — | Sep 22, 2016 | D | 8,496 | D | — | — | Common Stock | 8,496 | 0 | D |
| Stock Option (Right to Buy)F6,F7 | $35.49 | Sep 22, 2016 | D | 4,403 | D | Feb 26, 2010 | Feb 26, 2018 | Common Stock | 4,403 | 0 | D |
| Stock Option (Right to Buy)F8,F7 | $56.88 | Sep 22, 2016 | D | 2,747 | D | Feb 28, 2011 | Feb 28, 2019 | Common Stock | 2,747 | 0 | D |
| Stock Option (Right to Buy)F9,F7 | $51.11 | Sep 22, 2016 | D | 3,057 | D | Feb 28, 2012 | Feb 28, 2020 | Common Stock | 3,057 | 0 | D |
| Restricted Stock UnitsF13,F12,F10,F11 | — | Sep 22, 2016 | D | 607 | D | — | — | Common Stock | 607 | 0 | D |
| Restricted Stock UnitsF14,F12,F10,F11 | — | Sep 22, 2016 | D | 508 | D | — | — | Common Stock | 508 | 0 | D |
| Restricted Stock UnitsF15,F12,F10,F11 | — | Sep 22, 2016 | D | 507 | D | — | — | Common Stock | 507 | 0 | D |
| Restricted Stock UnitsF16,F12,F10,F11 | — | Sep 22, 2016 | D | 499 | D | — | — | Common Stock | 499 | 0 | D |
| Restricted Stock UnitsF17,F12,F10,F11 | — | Sep 22, 2016 | D | 485 | D | — | — | Common Stock | 485 | 0 | D |
| Restricted Stock UnitsF18,F12,F10,F11 | — | Sep 22, 2016 | D | 498 | D | — | — | Common Stock | 498 | 0 | D |
| Restricted Stock UnitsF19,F12,F10,F11 | — | Sep 22, 2016 | D | 483 | D | — | — | Common Stock | 483 | 0 | D |
| Restricted Stock UnitsF20,F12,F10,F11 | — | Sep 22, 2016 | D | 497 | D | — | — | Common Stock | 497 | 0 | D |
| Restricted Stock UnitsF21,F12,F10,F11 | — | Sep 22, 2016 | D | 607 | D | — | — | Common Stock | 607 | 0 | D |
| Restricted Stock UnitsF22,F12,F10,F23 | — | Sep 22, 2016 | D | 582 | D | — | — | Common Stock | 582 | 0 | D |
| Restricted Stock UnitsF12,F10,F24 | — | Sep 22, 2016 | D | 476 | D | — | — | Common Stock | 476 | 0 | D |
| Restricted Stock UnitsF25,F12,F10,F26 | — | Sep 22, 2016 | D | 2,109 | D | — | — | Common Stock | 2,109 | 0 | D |
Explanation of responses
- F1Each share of Common Stock was disposed of pursuant to the transactions described in the Agreement and Plan of Merger, dated as of November 15, 2015, by and among the Issuer, Marriott International, Inc. ("Marriott") et al., as thereafter amended by the Amendment No. 1 to the Agreement and Plan of Merger (the "Merger Agreement"), in exchange for the right to receive (1) 0.800 shares of common stock of Marriott, (2) $21.00 in cash, without interest, and (3) any applicable cash in lieu of fractional shares of common stock of Marriott.
- F10Restricted Stock Units are convertible into Common Stock on a one-for-one basis.
- F11Restricted Stock Units were to convert into Common Stock on the third anniversary of the grant date or, if earlier, the date the Reporting Person ceased to be a director.
- F12As a result of the Conversions, each Restricted Stock Unit was converted into 1.1046 restricted stock units covering the common stock of Marriott (market value $69.75 per share).
- F13Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 564) that was made in connection with the SVO Spin-Off.
- F14Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 472) that was made in connection with the SVO Spin-Off.
- F15Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 471) that was made in connection with the SVO Spin-Off.
- F16Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 464) that was made in connection with the SVO Spin-Off.
- F17Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 451) that was made in connection with the SVO Spin-Off.
- F18Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 463) that was made in connection with the SVO Spin-Off.
- F19Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 449) that was made in connection with the SVO Spin-Off.
- F2Phantom Stock is convertible into Common Stock on a one-for-one basis.
- F20Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 462) that was made in connection with the SVO Spin-Off.
- F21Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 564) that was made in connection with the SVO Spin-Off.
- F22Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 541) that was made in connection with the SVO Spin-Off.
- F23Restricted Stock Units were to vest on the third anniversary of the grant date. As per the terms of the Reporting Person's applicable Deferrral Agreement, Restricted Stock Units were to convert into Common Stock and be distributed on January 15 of the fifth year following the vesting date, or, if earlier, the date the Reporting Person ceased to be a director.
- F24Restricted Stock Units vested on the third anniversary of the grant date. As per the terms of the Reporting Person's applicable Deferral Agreement, Restricted Stock Units were to convert into Common Stock and be distributed on January 15 of the fifth year following the vesting date, or, if earlier, the date the Reporting Person ceased to be a director.
- F25Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 1,958) that was made in connection with the SVO Spin-Off.
- F26Restricted Stock Units were to convert into Common Stock on the first anniversary of the grant date.
- F3This report corrects the antidilution adjustment to the number of shares of Phantom Stock held by the Reporting Person, which was inadvertently underreported by 282 shares in the Form 4 filed by the Reporting Person on June 28, 2016.
- F4Phantom Stock was to convert into Common Stock and be distributed to the Reporting Person per the terms of the applicable Deferral Agreements.
- F5As a result of the conversions described in the Merger Agreement (the "Conversions"), each share of Phantom Stock was converted into 1.1046 deferred stock units of common stock of Marriott (market value $69.75 per share).
- F6Reflects an antidilution adjustment to the exercise price and number of remaining Stock Options (previously reported as $38.235 and 4,087 respectively) that was made in connection with the separation of Issuer's vacation ownership business from its other businesses on May 11, 2016 (the "SVO Spin-Off").
- F7As a result of the Conversions, these Stock Options, which were fully vested, were converted into options to purchase a number of shares of Marriott common stock equal to the number of shares of Common Stock underlying the Stock Options multiplied by 1.1046 (rounded down to the nearest whole number of shares), at an exercise price equal to the exercise price of the Stock Options divided by 1.1046 (rounded up to the nearest whole cent).
- F8Reflects an antidilution adjustment to the exercise price and number of remaining Stock Options (previously reported as $61.28 and 2,550 respectively) that was made in connection with the SVO Spin-Off.
- F9Reflects an antidilution adjustment to the exercise price and number of remaining Stock Options (previously reported as $55.06 and 2,838 respectively) that was made in connection with the SVO Spin-Off.