SEC Form 4 · accession 0000899243-16-030060
STARWOOD HOTELS & RESORTS WORLDWIDE, LLC · HOT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas E Clarke
Director
Period of report
Sep 22, 2016
Accepted (ET)
Sep 26, 2016 · 9:12 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 | 23,541 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2,F3 | $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)F4,F3 | $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)F5,F3 | $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.
- F2Reflects 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 the Issuer's vacation ownership business from its other businesses on May 11, 2016 (the "SVO Spin-Off").
- F3As a result of the conversions described in the Merger Agreement , 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).
- F4Reflects 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.
- F5Reflects 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.