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