0001616000-20-000112.txt : 20200608 0001616000-20-000112.hdr.sgml : 20200608 20200608163220 ACCESSION NUMBER: 0001616000-20-000112 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200605 FILED AS OF DATE: 20200608 DATE AS OF CHANGE: 20200608 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: 20949505 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_159164832331988.xml FORM 4 X0306 4 2020-06-05 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 LTIP Units 2020-06-05 4 A 0 294176 A Common Shares 294176.0 394625 D LTIP Units are a class of limited partnership units in XHR LP (the "Operating Partnership"), of which the Issuer's wholly-owned subsidiary is the general partner. Initially, the LTIP Units do not have full parity with common limited partnership units of the Operating Partnership ("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 1) 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 issued pursuant to the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan vest in full on December 31, 2022, 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. Simultaneously with the issuance of the LTIP Units, the Reporting Person agreed to the cancellation and termination of Class A Performance LTIP Units granted to the Reporting Person on March 2, 2020 consisting of 336,322 "base units" and 77,355 "distribution equivalent units." Chairman and Chief Executive Officer /s/ Marcel Verbaas 2020-06-08