0000899243-22-009666.txt : 20220307 0000899243-22-009666.hdr.sgml : 20220307 20220307163025 ACCESSION NUMBER: 0000899243-22-009666 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220303 FILED AS OF DATE: 20220307 DATE AS OF CHANGE: 20220307 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Garfield Howard Steven CENTRAL INDEX KEY: 0001463379 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38168 FILM NUMBER: 22718422 MAIL ADDRESS: STREET 1: 15601 DALLAS PARKWAY STREET 2: SUITE 600 CITY: ADDISON STATE: TX ZIP: 75001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CorePoint Lodging Inc. CENTRAL INDEX KEY: 0001707178 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 821497742 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 125 E. JOHN CARPENTER FREEWAY STREET 2: SUITE 1650 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 972-893-3199 MAIL ADDRESS: STREET 1: 125 E. JOHN CARPENTER FREEWAY STREET 2: SUITE 1650 CITY: IRVING STATE: TX ZIP: 75062 FORMER COMPANY: FORMER CONFORMED NAME: LQ PropCo Inc. DATE OF NAME CHANGE: 20170519 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-03-03 1 0001707178 CorePoint Lodging Inc. CPLG 0001463379 Garfield Howard Steven 125 E. JOHN CARPENTER FRWY. STE. 1650 IRVING TX 75062 0 1 0 0 SVP, CAO & Treasurer Common Stock 2022-03-03 4 D 0 134631 15.99 D 0 D Restricted Stock Units 2022-03-03 4 A 0 7806 0.00 A Common Stock 7806 18875 D Restricted Stock Units 2022-03-03 4 D 0 18875 15.99 D Common Stock 18875 0 D Restricted Stock Units 2022-03-03 4 A 0 33212 0.00 A Common Stock 33212 40930 D Restricted Stock Units 2022-03-03 4 D 0 40930 15.99 D Common Stock 40930 0 D On March 3, 2022, Cavalier Acquisition Owner LP ("Cavalier") acquired the Issuer pursuant to a certain Agreement and Plan of Merger, by and among the Issuer, Cavalier (as assignee of Cavalier Acquisition JV LP) and Cavalier MergerSub LP, a Delaware limited partnership and a wholly owned subsidiary of Cavalier (as assignee of Cavalier) ("Merger Sub") dated as of November 6, 2021 (as amended, modified or assigned, the "Merger Agreement"). In accordance with the Merger Agreement, the Issuer merged with and into Merger Sub, with Merger Sub surviving such merger as a wholly owned subsidiary of Cavalier (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's Common Stock (other than certain excluded shares) automatically converted into the right to receive $15.99 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax. Each performance-based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock payable in common stock, cash or a combination thereof, subject to adjustment based on the achievement of performance-based vesting criteria. Pursuant to the Merger Agreement, PSUs became immediately vested and cancelled and entitled the holder to receive an amount of cash equal to the number of shares of Common Stock subject to such PSU immediately prior to the effective time of the Merger (calculated based on the greater of actual performance achieved through the effective time in accordance with the terms of such PSU, and target level performance), multiplied by the Merger Consideration. PSUs acquired represent additional PSUs deemed earned based on the achievement of actual performance above target level performance through the effective time of the Merger as well as additional PSUs which were not required to be included on prior reports prior to the satisfaction of the performance-based vesting conditions. Represents PSUs granted in 2019 which were originally scheduled to vest based on the achievement of certain total shareholder return performance conditions for the performance period beginning on March 26, 2019 and ending on the third anniversary thereof. Represents PSUs granted in 2021 which were originally scheduled to vest based on the achievement of (i) certain total shareholder return performance conditions for the performance period beginning on March 23, 2021 and ending on the third anniversary thereof, and (ii) certain other performance conditions based on the sale of certain specified non-core properties. /s/ Mark M. Chloupek as Attorney-in-fact 2022-03-07