SEC Form 4 · accession 0000899243-16-030053
STARWOOD HOTELS & RESORTS WORLDWIDE, LLC · HOT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lizanne Galbreath
Director
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 StockF1 | Sep 22, 2016 | D | 18,771 | — | D | 0 | D |
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 | 17,808 | D | — | — | Common Stock | 17,808 | 0 | D |
| Stock Option (Right to Buy)F6,F7 | $10.57 | Sep 22, 2016 | D | 11,828 | D | Feb 27, 2009 | Feb 27, 2017 | Common Stock | 11,828 | 0 | D |
| Stock Option (Right to Buy)F8,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)F9,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)F10,F7 | $51.11 | Sep 22, 2016 | D | 3,057 | D | Feb 28, 2012 | Feb 28, 2020 | Common Stock | 3,057 | 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.
- F10Reflects 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.
- F2Phantom Stock is convertible into Common Stock on a one-for-one basis.
- F3Reflects an antidilution adjustment to the number of shares of 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 (the "SVO Spin-Off").
- 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 $11.385 and 10,979 respectively) that was made in connection with 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 $38.235 and 4,087 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 $61.28 and 2,550 respectively) that was made in connection with the SVO Spin-Off.