FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WINSTON HOTELS INC [ WXH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/15/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 06/15/2007 | G | V | 16,778 | D | $0.00 | 167,634 | D | ||
Common Stock | 07/01/2007 | D | 10,000 | D | $15(1) | 0 | I | By Wife | ||
Common Stock | 07/01/2007 | D | 167,634 | D | $15(1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
WINN common unit | (2) | 06/15/2007 | G(3)(4) | V | 33,780 | (2) | 12/31/2050 | Common Stock | 33,780 | $0.00(4) | 985,744 | I | Cary Suites, Inc.(5) | ||
WINN common unit | (6) | 07/01/2007 | D | 105,643 | 06/02/1995 | 12/31/2050 | Common Stock | 105,643 | $15(7) | 0 | D | ||||
WINN common unit | (6) | 07/01/2007 | D | 109,516 | 07/22/1996 | 12/31/2050 | Common Stock | 109,516 | $15(7) | 0 | I | WJS-Perimeter(8) | |||
Stock Option | $9.375(9) | 07/01/2007 | D | 2,000 | 05/18/1999 | 07/01/2007 | Common Stock | 2,000 | $15(9) | 0 | D | ||||
WINN common units | (2) | 07/01/2007 | D(3) | 966,204 | (2) | 12/31/2050 | Common Stock | 966,204 | $15(5) | 0 | I | Cary Suites, Inc.(5) | |||
WINN common units | (2) | 06/15/2007 | G(3)(10) | V | 19,540 | (2) | 12/31/2050 | Common Stock | 19,540 | $0.00(10) | 966,204 | I | Cary Suites, Inc.(5) |
Explanation of Responses: |
1. Disposed of for $15.00 in cash pursuant to a merger agreement by and among Winston Hotels, Inc., WINN Limited Partnership, Inland American Real Estate Trust, Inc. and Inland American Acquisition (Winston), LLC (the "Merger Agreement"). |
2. Of the 1,019,524 WINN common units held by Cary Suites, Inc., 297,500 WINN common units were first redeemable on 6/2/1995 and 722,024 were first redeemable as of 2/18/1998. WINN common units are redeemable for shares of the issuer's common stock on a one-for-one basis or, at the election of the issuer, cash equal to the fair market value of such shares. |
3. This transaction has also been disclosed on a Form 4 filed on 7/2/2007 by Robert W. Winston III. See Note 5. |
4. Charles Winston gifted a portion of his interest in Cary Suites, Inc. equal to 33,780 WINN common units to various foundations. |
5. Pursuant to General Instruction 4(b) (iv) of Form 4, the reporting person disclosed all units of limited partnership interest in WINN Limited Partnership ("WINN common units")owned by Cary Suites, Inc ("CSI")as being beneficially owned by the reporting person. As of 6/30/07, CSI owned 1,019,524 WINN common units. As of 6/15/2007, CSI was owned 29.1% by Robert W. Winston, III, 20.8% by his wife, III, 31.5% by Charles M. Winston, the father of Robert W. Winston, III, and his wife, 17.9% by trusts for the benefit of the children of Robert W. Winston, III, and 0.7% by the sister of Robert W. Winston, III. Charles Winston disclaims a pecuniary interest in these WINN common units, except to the extent of his and his wife's pro rata interest in CSI. Pursuant to the Merger Agreement, CSI received $15.00 per WINN common unit at the merger effective time. |
6. WINN common units are redeemable for shares of the issuer's common stock on a one-for-one basis or, at the election of the issuers, cash equal to the fair market value of such shares. |
7. At the merger effective time, each WINN partnership unit was converted into, and canceled in exchange for, the right to receive $15.00 per unit. |
8. Charles M. Winston, beneficially owned 109,516 WINN common units held by WJS ? Perimeter, Inc., a corporation owned 33.33% by Charles M. Winston. Pursuant to the Merger Agreement, Charles M. Winston and his wife will receive $15.00 per unit. |
9. Pursuant to the Merger Agreement, each outstanding option held by the reporting person was terminated and cancelled in exhange for the right to receive $5.625, which represents the amount by which the common share merger consideration ($15.00) exceeds the option exercise price. |
10. Robert W. Winston III gifted a portion of his interest in Cary Suites, Inc. equal to 19,540 WINN common units to various foundations. |
Remarks: |
/s/ Charles M. Winston | 07/01/2007 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |