SEC Form 4 · accession 0000899243-16-030052
STARWOOD HOTELS & RESORTS WORLDWIDE, LLC · HOT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martha Poulter
Officer — EVP & CIO
Period of report
Sep 22, 2016
Accepted (ET)
Sep 26, 2016 · 9:08 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 StockF2 | Sep 22, 2016 | A | 15,580 | — | A | 77,711 | D | |
| Common StockF3 | Sep 22, 2016 | D | 15,580 | — | D | 62,131 | D | |
| Common StockF2 | Sep 22, 2016 | A | 28,120 | — | A | 90,251 | D | |
| Common StockF3 | Sep 22, 2016 | D | 28,120 | — | D | 62,131 | D | |
| Common StockF5 | Sep 22, 2016 | D | 62,131 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Reflects Performance Shares deemed earned at 128.55% achievement level under 2015 performance share awards as part of the conversions (the "Conversions") 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 Number 1 to Agreement and Plan of Merger (the "Merger Agreement").
- F2Not applicable.
- F3As a result of the Conversions, each share of Common Stock deemed earned under the performance share awards was converted into 1.1046 time-based restricted stock units in respect of common stock of Marriott (market value $69.75 per share).
- F4Reflects Performance Shares deemed earned at 200% achievement level under 2016 performance share awards as part of the Conversions.
- F5As a result of the Conversions, each Restricted Share was converted into 1.1046 restricted shares of common stock of Marriott (market value $69.75 per share). Note that, for purposes of prior entries in Column 5 of this report, this Form 4 reflects an antidilution adjustment to the number of remaining Restricted Shares (from 57,671 to 62,131) that was made in connection with the separation of the Issuer's vacation ownership business from its other businesses on May 11, 2016.