0001616000-15-000015.txt : 20150608 0001616000-15-000015.hdr.sgml : 20150608 20150608091051 ACCESSION NUMBER: 0001616000-15-000015 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150608 FILED AS OF DATE: 20150608 DATE AS OF CHANGE: 20150608 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: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 S. ORANGE AVENUE, SUITE 1200 CITY: ORLANDO STATE: FL ZIP: 32801 BUSINESS PHONE: 407-317-6950 MAIL ADDRESS: STREET 1: 200 S. ORANGE AVENUE, SUITE 1200 CITY: ORLANDO STATE: FL ZIP: 32801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOULET, BEVERLY K. CENTRAL INDEX KEY: 0001491916 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36594 FILM NUMBER: 15917480 MAIL ADDRESS: STREET 1: 10990 ROE AVENUE CITY: OVERLAND PARK STATE: KS ZIP: 66211 4 1 wf-form4_143376904100575.xml FORM 4 X0306 4 2015-06-08 0 0001616000 Xenia Hotels & Resorts, Inc. XHR 0001491916 GOULET, BEVERLY K. C/O XENIA HOTELS & RESORTS, INC. 200 S. ORANGE AVENUE, SUITE 1200 ORLANDO FL 32801 1 0 0 0 LTIP Units 2015-06-08 4 A 0 3343 A Common Stock 3343.0 3343 D See Explanation of Responses Explanation of Responses: (1) LTIP Units are a class of limited partnership units in XHR LP (the "Operating Partnership"), of which the Issuer's wholly-owned subsidiary is the general partner. Initially, the LTIP Units do not have full parity with common limited partnership units of the Operating Partnership ("Common Units") with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP 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. 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. The LTIP Units issued pursuant to the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan were fully vested on the grant date. /s/ Marcel Verbaas, as Attorney in Fact 2015-06-08