-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A6C5I40ZXf0lvTm+Ftu1dvqRFFzwPzyNKplh2h5HKXaPbJiyhWnyUK1fUXSsbdq7 neFBRWntCsfRiIsc4Tp6Uw== 0001209191-10-018000.txt : 20100319 0001209191-10-018000.hdr.sgml : 20100319 20100319155404 ACCESSION NUMBER: 0001209191-10-018000 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100317 FILED AS OF DATE: 20100319 DATE AS OF CHANGE: 20100319 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ng Leslie CENTRAL INDEX KEY: 0001392554 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14331 FILM NUMBER: 10694253 MAIL ADDRESS: STREET 1: 4501 N. FAIRFAX DR. STE 500 CITY: ARLINGTON STATE: VA ZIP: 22203 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INTERSTATE HOTELS & RESORTS INC CENTRAL INDEX KEY: 0001059341 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 510379982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4501 NORTH FAIRFAX DRIVE CITY: ARLINGTON STATE: VA ZIP: 22203 BUSINESS PHONE: (703) 387-3100 MAIL ADDRESS: STREET 1: 4501 NORTH FAIRFAX DRIVE CITY: ARLINGTON STATE: VA ZIP: 22203 FORMER COMPANY: FORMER CONFORMED NAME: MERISTAR HOTELS & RESORTS INC DATE OF NAME CHANGE: 19980407 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2010-03-17 1 0001059341 INTERSTATE HOTELS & RESORTS INC IHR 0001392554 Ng Leslie 4501 N. FAIRFAX DR. STE 500 ARLINGTON VA 22203 0 1 0 0 CIO Common stock, par value $.01 per share 2010-03-17 4 D 0 480888 2.25 D 0 D Common stock, par value $.01 per share 2010-03-17 4 D 0 25000 2.25 D 0 I See footnote options (right to buy) 4.65 2010-03-17 4 D 0 25000 D 2015-09-26 Common Stock 25000 0 D options (right to buy) 5.48 2010-03-17 4 D 0 25000 D 2016-04-03 Common Stock 25000 0 D options (right to buy) 6.23 2010-03-17 4 D 0 25000 D 2017-03-26 Common Stock 25000 0 D Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 18, 2009, among Interstate Hotels & Resorts, Inc. (the "Issuer"), Interstate Operating Company, LP, Hotel Acquisition Company, LLC, HAC Merger Sub, Inc. and HAC Merger Partnership, L.P. (the "Merger Agreement"), pursuant to which (i) each outstanding share of the Issuer's common stock was canceled and converted into the right to receive $2.25 in cash, without interest and less any applicable withholding tax and (ii) each restricted stock award outstanding immediately prior to the effective time of the merger, whether or not vested, was converted into the right to receive an amount in cash, without interest and less applicable withholding taxes, equal to the product of $2.25 multiplied by the aggregate number of shares of the Issuer's common stock subject to such restricted stock award immediately prior to the effective time of the merger. These shares were held by Blue Cougar Investment, LLC, of which Mr. Ng beneficially owned 50%. These shares were in addition to 480,888 shares that Mr. Ng directly held. Pursuant to the Merger Agreement, each stock option to purchase shares of the Issuer's common stock that remained outstanding immediately prior to the effective time of the merger, whether vested or unvested, was cancelled and, because none of the outstanding stock options had an exercise price of less than $2.25 per share, no payments were made in respect thereof. /s/ Leslie Ng 2010-03-18 -----END PRIVACY-ENHANCED MESSAGE-----