| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
WYNDHAM HOTELS & RESORTS, INC. [ WH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 05/31/2018 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/31/2018 | A | 250(1) | A | $0 | 250 | D | |||
| Common Stock | 05/31/2018 | A | 1,912(2) | A | $0 | 2,162 | D | |||
| Common Stock | 05/31/2018 | A | 8,209(3) | A | $0 | 8,209 | D | |||
| Common Stock | 05/31/2018 | A | 1,448(4) | A | $0 | 9,657 | D | |||
| Common Stock | 06/01/2018 | A | 7,328(5) | A | $0 | 16,985 | 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options (right to buy) | $61.4 | 06/01/2018 | A | 12,798 | (6) | 06/01/2028 | Common Stock | 12,798 | $0 | 12,798 | D | ||||
| Explanation of Responses: |
| 1. Shares of common stock received in the May 31, 2018 pro rata distribution of shares of the Registrant by Wyndham Destinations, Inc. to its stockholders (the "Spin-off"). |
| 2. Common stock acquired in connection with the Spin-off as a result of vesting on May 31, 2018 of previously-granted performance vested restricted stock units issued under the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan. |
| 3. Restricted stock units received on May 31, 2018 under the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan (the "Plan") in connection with the Spin-off. The units vest in full on the earliest of (i) November 30, 2018, subject to the reporting person's continuous employment with the Registrant, (ii) the Registrant's termination of the reporting person's employment without "cause," and (iii) the date on which such units would have vested in accordance with the terms of the existing award agreement, subject to the reporting person's continuous employment with the Registrant. The reporting person will receive one share of common stock for each vested restricted stock unit. |
| 4. Restricted stock units received on May 31, 2018 under the Plan in connection with the Spin-off. The units vest in full on the earlier of (i) June 30, 2019, subject to the reporting person's continuous employment with the Registrant, and (ii) the Registrant's termination of the reporting person's employment without "cause" on or after December 31, 2018. The reporting person will receive one share of common stock for each vested restricted stock unit. |
| 5. Restricted stock units granted on June 1, 2018 under the Plan. The units vest in four equal installments on each of the first four anniversaries of June 1, 2018, subject to the reporting person's continued employment with the Registrant. The reporting person will receive one share of common stock for each vested restricted stock unit. |
| 6. Stock options granted on June 1, 2018 under the Plan. The options vest in four equal installments on each of the first four anniversaries of June 1, 2018, subject to the reporting person's continued employment with the Registrant. |
| /s/ Paul F. Cash as Attorney-in-Fact for Nicola Rossi | 06/04/2018 | |
| ** 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. | ||