SEC FORM 4

SEC Form 4

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

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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^*

Centerbridge Associates, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Extended Stay America, Inc. [ STAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Paired Shares	12/19/2016		J⁽²⁾		95,997	D	$0.00⁽²⁾	6,722,964	I	See Footnotes⁽¹⁾⁽²⁾⁽⁷⁾
Paired Shares	12/19/2016		J⁽³⁾		95,962	D	$0.00⁽³⁾	6,720,457	I	See Footnotes⁽¹⁾⁽³⁾⁽⁷⁾
Paired Shares	12/19/2016		J⁽⁴⁾		3,041	D	$0.00⁽⁴⁾	450,164	I	See Footnotes⁽¹⁾⁽⁴⁾⁽⁷⁾
Paired Shares	12/19/2016		J⁽⁵⁾		195,000	D	$0.00⁽⁵⁾	13,893,585	I	See Footnotes⁽¹⁾⁽⁵⁾⁽⁷⁾
Paired Shares	12/19/2016		J⁽⁶⁾		195,000	D	$0.00⁽⁶⁾	13,893,585	I	See Footnotes⁽¹⁾⁽⁶⁾⁽⁷⁾
Paired Shares	12/19/2016		G⁽⁸⁾	V	180,812	D	$0.00	27,878,258	I⁽⁸⁾	See Footnotes⁽¹⁾⁽⁷⁾
Paired Shares	12/19/2016		G⁽⁸⁾	V	180,812	D	$0.00	27,878,258	I⁽⁸⁾	See Footnotes⁽¹⁾⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Centerbridge Associates, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Centerbridge Capital Partners AIV VI-A, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Centerbridge Capital Partners AIV VI-B, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Centerbridge Capital Partners Strategic AIV I, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Aronson Jeffrey

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Gallogly Mark T

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CCP GP Investors Holdings (Cayman), L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. A Form 4 reflecting the holdings of Paired Shares by the Reporting Persons shown on this Form 4 has been concurrently filed with respect to ESH Hospitality, Inc. as issuer.

2. Represents a distribution by Centerbridge Capital Partners AIV VI-A, L.P. ("VI-A") of Paired Shares to Centerbridge Associates, L.P. ("CALP"), its general partner, in connection with a pro rata distribution by VI-A to its partners.

3. Represents a distribution by Centerbridge Capital Partners AIV VI-B, L.P. ("VI-B") of Paired Shares to Centerbridge Associates, L.P. ("CALP"), its general partner, in connection with a pro rata distribution by VI-B to its partners.

4. Represents a distribution by Centerbridge Capital Partners Strategic AIV I, L.P. ("SAIV") of Paired Shares to Centerbridge Associates, L.P. ("CALP"), its general partner, in connection with a pro rata distribution by SAIV to its partners.

5. Represents a distribution by CALP to CCP GP Investor Holdings (Cayman), L.P. ("CCPGP"), its sole economic partner. These Paired Shares were received by CALP in connection with the distributions described in footnotes 2 through 4 above.

6. Represents a distribution by CCPGP to certain of its members in connection with a pro rata distribution by CCPGP to its members. These Paired Shares were received by CCPGP in connection with the distributions described in footnotes 2 through 5 above.

7. Each of the Reporting Persons may be deemed to beneficially own the Paired Shares beneficially owned by such direct holders directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

8. Represents charitable donations by Jeffrey H. Aronson and Mark T. Gallogly of Paired Shares received in connection with the distributions described in footnotes 2 through 7 above, which receipt is exempt from reporting pursuant to Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

	Centerbridge Associates, L.P.; By: Centerbridge Cayman GP Ltd., its general partner; By: /s/ Susanne V. Clark, Authorized Signatory	12/20/2016
	Centerbridge Capital Partners AIV VI-A, L.P.; By: Centerbridge Associates, L.P., its general partner; By: Centerbridge Cayman GP Ltd., its general partner; By: /s/ Susanne V. Clark, Authorized Signatory	12/20/2016
	Centerbridge Capital Partners AIV VI-B, L.P.; By: Centerbridge Associates, L.P., its general partner; By: Centerbridge Cayman GP Ltd., its general partner; By: /s/ Susanne V. Clark, Authorized Signatory	12/20/2016
	Centerbridge Capital Partners Strategic AIV I, L.P.; By: Centerbridge Associates, L.P., its general partner; By: Centerbridge Cayman GP Ltd., its general partner; By: /s/ Susanne V. Clark, Authorized Signatory	12/20/2016
	/s/ Jeffrey H. Aronson	12/20/2016
	/s/ Mark T. Gallogly	12/20/2016
	CCP GP Investors Holdings (Cayman), L.P.; By: /s/ Susanne V. Clark, Authorized Signatory	12/20/2016
	** 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).
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