0001616000-20-000035.txt : 20200302 0001616000-20-000035.hdr.sgml : 20200302 20200302171416 ACCESSION NUMBER: 0001616000-20-000035 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200227 FILED AS OF DATE: 20200302 DATE AS OF CHANGE: 20200302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VERBAAS MARCEL CENTRAL INDEX KEY: 0001268560 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36594 FILM NUMBER: 20678206 MAIL ADDRESS: STREET 1: XENIA HOTELS & RESORTS, INC. STREET 2: 200 S ORANGE AVE, SUITE 2700 CITY: ORLANDO STATE: FL ZIP: 32801 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Xenia Hotels & Resorts, Inc. CENTRAL INDEX KEY: 0001616000 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 200141677 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 S. ORANGE AVENUE, SUITE 2700 CITY: ORLANDO STATE: FL ZIP: 32801 BUSINESS PHONE: 407-246-8100 MAIL ADDRESS: STREET 1: 200 S. ORANGE AVENUE, SUITE 2700 CITY: ORLANDO STATE: FL ZIP: 32801 4 1 wf-form4_158318723887602.xml FORM 4 X0306 4 2020-02-27 0 0001616000 Xenia Hotels & Resorts, Inc. XHR 0001268560 VERBAAS MARCEL C/O XENIA HOTELS & RESORTS, INC. 200 S. ORANGE AVENUE, SUITE 2700 ORLANDO FL 32801 1 1 0 0 See Remarks Common Stock 2020-02-27 4 M 0 616177 A 716903 D LTIP Units 2020-02-27 4 M 0 947965 D Common Shares 947965.0 52402 D LTIP Units 2020-03-02 4 A 0 48047 A Common Shares 48047.0 100449 D On February 27, 2020, the Reporting Person converted 947,965 vested LTIP Units, a class of limited partnership units in XHR LP (the "Operating Partnership"), of which the Issuer's wholly-owned subsidiary is the general partner, into common limited partnership units of the Operating Partnership ("Common Units") on a one-for-one basis and subsequently tendered all 947,965 Common Units to the Operating Partnership for redemption. At the Issuer's election, 616,177 of the Common Units were redeemed for an aggregate of 616,177 shares of the Issuer's common stock and 331,788 Common Units were redeemed for cash. LTIP Units are a class of limited partnership units in the Operating Partnership, of which the Issuer's wholly-owned subsidiary is the general partner. Initially, LTIP Units do not have full parity with Common Units with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units may be converted into an equal number of Common Units on a one for one basis at any time at the request of the Reporting Person or the general partner of the Operating Partnership. (continued from Footnote 2) Common Units are redeemable for cash based on the fair market value of an equivalent number of shares of the Issuer's common stock, or, at the election of the Issuer, an equal number of shares of the Issuer's common stock, each subject to adjustment in the event of stock splits, specified extraordinary distributions or similar events. The LTIP Units were issued pursuant to the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan and vest 33% on March 2, 2021, 33% on March 2, 2022 and 34% on March 2, 2023, subject to earlier vesting upon certain terminations of the Reporting Person's employment or a change of control of the Issuer, in each case as described in the award agreement. Chairman and Chief Executive Officer /s/ Marcel Verbaas 2020-03-02