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^*

Rahm William D.

(Last)

(First)

(Middle)

C/O EXTENDED STAY AMERICA, INC.

11525 N. COMMUNITY HOUSE ROAD, SUITE 100

(Street)

CHARLOTTE

28277

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2016

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

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

X	Form filed by One Reporting Person
	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	10/06/2016		J⁽¹⁾⁽²⁾		5,547	A	$0.00⁽¹⁾⁽²⁾	5,547	D⁽¹⁾⁽²⁾
Paired Shares	10/06/2016		G⁽¹⁾⁽²⁾⁽³⁾	V	5,547	D	$0.00⁽¹⁾⁽²⁾	0	D⁽¹⁾⁽²⁾⁽³⁾

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)

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 acquisition of investment control over Paired Shares as a result of an in-kind distribution by CCP GP Investor Holdings (Cayman), L.P. ("CCPGP") to the Reporting Person in connection with a pro rata distribution by CCPGP to its members. CCPGP received the Paired Shares in an in-kind distribution by Centerbridge Associates, L.P. ("CALP") to CCPGP in connection with a distribution by CALP to its sole economic partner. CALP received the Paired Shares in in-kind distributions by Centerbridge Capital Partners AIV VI-A, L.P. ("VI-A"), Centerbridge Capital Partners AIV VI-B, L.P. ("VI-B") and Centerbridge Capital Partners Strategic AIV I, L.P. ("SAIV") in connection with pro rata distributions by VI-A, VI-B and SAIV to their partners.

3. Represents charitable donation by the Reporting Person of Paired Shares received in connection with the in-kind distributions described in footnote 2.

Remarks:

Mr. Rahm is a member of the board of directors of the Issuer and an executive of Centerbridge Partners, L.P. ("Centerbridge"), certain of whose affiliates may be deemed to beneficially own securities of the Issuer. Mr. Rahm disclaims beneficial ownership of any securities of the Issuer that may be deemed to be beneficially owned by affiliates of Centerbridge, except as reported herein.

	/s/ William D. Rahm	10/06/2016
	** 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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