SEC Form 4 · accession 0000899243-16-030067

STARWOOD HOTELS & RESORTS WORLDWIDE, LLC · HOT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Stephen R Quazzo

Director

Period of report

Sep 22, 2016

Accepted (ET)

Sep 26, 2016 · 9:15 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	D/I	Nature of ownership
Common Stock^F1	Sep 22, 2016	D	8,217	—	D	D
Common Stock^F1,F2	Sep 22, 2016	D	50,156	—	D	I	Stephen Quazzo Trust
Common Stock^F1,F3	Sep 22, 2016	D	4,500	—	D	I	Benjamin C. Quazzo Minority Trust
Common Stock^F1,F4	Sep 22, 2016	D	4,500	—	D	I	Caroline T. Quazzo Minority Trust
Common Stock^F1,F5	Sep 22, 2016	D	4,500	—	D	I	Christopher H. Quazzo Minority Trust
Common Stock^F1	Sep 22, 2016	D	397	—	D	I	By Spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
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	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	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	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	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.
F2Shares of Common Stock reported are registered to Stephen Quazzo Trust TTEE for Stephen Quazzo Trust UADID 11/09/95, of which the Reporting Person is the settlor and over which he exercises some investment control.
F3Shares of Common Stock reported are registered to Benjamin C. Quazzo Minority Trust dated October 21, 1993, of which the Reporting Person is the settlor and over which he exercises some investment control.
F4Shares of Common Stock reported are registered to Caroline T. Quazzo Minority Trust dated October 21, 1993, of which the Reporting Person is the settlor and over which he exercises some investment control.
F5Shares of Common Stock reported are registered to Christopher H. Quazzo Minority Trust dated September 6, 1997, of which the Reporting Person is the settlor and over which he exercises some investment control.
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 separation of the Issuer's vacation ownership business from its other businesses on May 11, 2016 (the "SVO Spin-Off").
F7As 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).
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.