SEC Form 4 · accession 0000899243-16-030068
STARWOOD HOTELS & RESORTS WORLDWIDE, LLC · HOT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth S Siegel
Officer — CAO & General Counsel
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 | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Sep 22, 2016 | A | 11,840 | — | A | 102,408 | D | |
| Common StockF3 | Sep 22, 2016 | D | 11,840 | — | D | 90,568 | D | |
| Common StockF2 | Sep 22, 2016 | A | 16,445 | — | A | 107,013 | D | |
| Common StockF3 | Sep 22, 2016 | D | 16,445 | — | D | 90,568 | D | |
| Common StockF2 | Sep 22, 2016 | A | 31,244 | — | A | 121,812 | D | |
| Common StockF3 | Sep 22, 2016 | D | 31,244 | — | D | 90,568 | D | |
| Common StockF6 | Sep 22, 2016 | D | 28,096 | — | D | 62,472 | D | |
| Common StockF7 | Sep 22, 2016 | D | 62,472 | — | 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 Options (Right to Buy)F8,F10,F9 | $51.11 | Sep 22, 2016 | D | 4,355 | D | — | Feb 28, 2020 | Common Stock | 4,355 | 0 | D |
Explanation of responses
- F1Reflects Performance Shares deemed earned at 100% achievement level under 2014 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").
- F10As a result of the Conversions, these Stock Options, which were fully vested, were converted into Stock 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).
- 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 128.55% achievement level under 2015 performance share awards as part of the Conversions.
- F5Reflects Performance Shares deemed earned at 200% achievement level under 2016 performance share awards as part of the Conversions.
- F6As 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 26,080 to 28,096) 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").
- F7Each share of Common Stock was disposed of pursuant to the transactions described in the Merger Agreement in exchange for the right to receive (A) 0.800 shares of common stock of Marriott, (B) $21.00 in cash, without interest, and (C) any applicable cash in lieu of fractional shares of common stock of Marriott.
- F8Reflects an antidilution adjustment to the exercise price and number of remaining Stock Options (previously reported as $55.06 and 4,043, respectively) that was made in connection with the SVO Spin-Off.
- F9This Stock Option vested in four equal annual installments beginning on 2/28/2013.