0001616000-23-000083.txt : 20231108
0001616000-23-000083.hdr.sgml : 20231108
20231108164231
ACCESSION NUMBER: 0001616000-23-000083
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231108
FILED AS OF DATE: 20231108
DATE AS OF CHANGE: 20231108
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Johnson Joseph T
CENTRAL INDEX KEY: 0001390792
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36594
FILM NUMBER: 231388629
MAIL ADDRESS:
STREET 1: 200 S. ORANGE AVENUE, 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
wk-form4_1699479740.xml
FORM 4
X0508
4
2023-11-08
0
0001616000
Xenia Hotels & Resorts, Inc.
XHR
0001390792
Johnson Joseph T
C/O XENIA HOTELS & RESORTS, INC.
200 S. ORANGE AVENUE, SUITE 2700
ORLANDO
FL
32801
0
1
0
0
See Remarks
0
Common Shares
2023-11-08
4
M
0
65234
A
90312
D
LTIP Units
2023-11-08
4
M
0
100361
D
Common Shares
100361
16895
D
On November 8, 2023, the Reporting Person converted 100,361 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 100,361 Common Units to the Operating Partnership for redemption. At the Issuer's election, 65,234 of the Common Units were redeemed for an aggregate of 65,234 shares of the Issuer's common stock and 35,127 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 operating agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LITP 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.
Senior Vice President and Chief Accounting Officer
/s/ Marcel Verbaas as Attorney-in-Fact
2023-11-08