SEC FORM 4

SEC Form 4

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^*

HENRY KEVIN A

(Last)

(First)

(Middle)

C/O EXTENDED STAY AMERICA, INC.

11525 N. COMMUNITY HOUSE ROAD, SUITE 100

(Street)

CHARLOTTE

28277

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Extended Stay America, Inc. [ STAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Paired Shares⁽¹⁾	02/21/2017		A⁽²⁾		7,661	A	$0	67,870	D
Paired Shares⁽¹⁾	02/21/2017		A⁽³⁾		1,495	A	$0	69,365	D
Paired Shares⁽¹⁾	02/21/2017		A⁽⁴⁾		2,927	A	$0	72,292	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Each Paired Share is comprised of one share of common stock, par value $0.01 per share, of Extended Stay America, Inc. and one share of Class B common stock, par value $0.01 per share, of ESH Hospitality, Inc., which shares are paired and traded as a single unit.

2. The reported transaction is an award of Restricted Stock Units in respect of Paired Shares. Subject to the reporting person's continued employment through the applicable vesting date, these Restricted Stock Units are scheduled to vest annually over a three-year period such that one-third of the Restricted Stock Units will vest on each of February 21, 2018, February 21, 2019 and February 21, 2020. Vested Restricted Stock Units will be settled in Paired Shares on March 15th next following the applicable vesting date (or, in any year when the 15th of March falls on a non-business day, the business day immediately prior to such date).

3. The reported transaction is the vesting of performance-vesting Restricted Stock Units awarded on March 16, 2015, based on the achievement of a cumulative EBITDA target for the 2016 calendar year.

4. The reported transaction is the vesting of performance-vesting Restricted Stock Units awarded on February 24, 2016, based on the achievement of a cumulative EBITDA target for the 2016 calendar year.

Remarks:

Mr. Henry is the Executive Vice President and Chief Human Resources Officer of Extended Stay America, Inc.

	/s/ Christopher Dekle, Attorney-in-Fact for Kevin A. Henry	02/23/2017
	** 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).
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