SEC Form 4 · accession 0000899243-16-030061
STARWOOD HOTELS & RESORTS WORLDWIDE, LLC · HOT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Aylwin B Lewis
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 | 8,423 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F5,F2,F4 | — | 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.
- F2Restricted Stock Units are convertible into Common Stock on a one-for-one basis.
- F3Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 1,958) that was made in connection with the separation of the Issuer's vacation ownership business from its other businesses on May 11, 2016.
- F4Restricted Stock Units were convertible into Common Stock on the first anniversary of the grant date or, if earlier, the date the Reporting Person ceases to be a director.
- F5As a result of the conversions described in the Merger Agreement, each Restricted Stock Unit was converted into 1.1046 restricted stock units covering the common stock of Marriott (market value $69.75 per share).