0000899243-22-009684.txt : 20220307 0000899243-22-009684.hdr.sgml : 20220307 20220307163133 ACCESSION NUMBER: 0000899243-22-009684 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: Birch Jean CENTRAL INDEX KEY: 0001592245 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38168 FILM NUMBER: 22718490 MAIL ADDRESS: STREET 1: 3050 SOFT HORIZON WAY CITY: LAS VEGAS STATE: NV ZIP: 89135 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 0001592245 Birch Jean 125 E. JOHN CARPENTER FRWY. STE. 1650 IRVING TX 75062 1 0 0 0 Common Stock 2022-03-03 4 D 0 3604 15.99 D 0 D Common Stock 2022-03-03 4 D 0 16750 15.99 D 0 I By Trust Restricted Stock Unit 2022-03-03 4 D 0 23924 15.99 D Common Stock 23924 0 D Deferred Stock Unit 2022-03-03 4 D 0 11004 15.99 D Common Stock 12698 0 D Restricted Stock Unit 2022-03-03 4 D 0 10031 15.99 D Common Stock 10031 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. Includes deferred stock units ("DSUs"). Pursuant to the Merger Agreement, each DSU 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 DSU, as applicable, immediately prior to the effective time of the Merger, multiplied by the Merger Consideration. Reflects securities held by a trust for the benefit of the Reporting Person's family, of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trust, except to the extent of her pecuniary interest therein. Represents a contingent right to receive one share of the Issuer's Common Stock payable in Common Stock, cash or a combination thereof at the discretion of the Issuer's Compensation Committee. Pursuant to the Merger Agreement, each restricted stock unit ("RSU") and DSU 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 RSU or DSU, as applicable, immediately prior to the effective time of the Merger, multiplied by the Merger Consideration. Represents RSUs granted in 2020 that were fully vested in 2021, and were scheduled to be settled upon earliest to occur of (i) a change in control, (ii) the date of the Reporting Person's termination or (iii) the date of the Issuer's 2023 annual stockholders' meeting (and in no event later than July 1, 2023). Represents DSUs issued to the Reporting Person in 2020 which were fully vested as of the date of grant and were to be settled upon the earliest to occur of (i) a change in control, (ii) the date of the Reporting Person's termination or (iii) the date of the Issuer's 2023 annual stockholders' meeting (and in no event later than July 1, 2023). Represents RSUs granted in 2021, which were originally scheduled to vest in full on the earliest to occur of (i) May 20, 2022, (ii) the date of the Issuer's 2022 annual stockholders' meeting, (iii) the date of the Reporting Issuer's termination as a result of death or disability, or (iv) a change in control. /s/ Mark M. Chloupek, as Attorney-in-fact 2022-03-07