0001707178-21-000092.txt : 20211221 0001707178-21-000092.hdr.sgml : 20211221 20211221204622 ACCESSION NUMBER: 0001707178-21-000092 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211217 FILED AS OF DATE: 20211221 DATE AS OF CHANGE: 20211221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Swanstrom Daniel E II CENTRAL INDEX KEY: 0001653039 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38168 FILM NUMBER: 211510785 MAIL ADDRESS: STREET 1: C/O MONOGRAM RESIDENTIAL TRUST, INC. STREET 2: 5800 GRANITE PARKWAY, SUITE 1000 CITY: PLANO STATE: TX ZIP: 75024 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 wf-form4_164013755434287.xml FORM 4 X0306 4 2021-12-17 0 0001707178 CorePoint Lodging Inc. CPLG 0001653039 Swanstrom Daniel E II 125 E. JOHN CARPENTER FRWY. STE. 1650 IRVING TX 75062 0 1 0 0 EVP and CFO Common Stock 2021-12-17 4 M 0 123692 A 357878 D Common Stock 2021-12-17 4 A 0 123692 0 A 481570 D Common Stock 2021-12-17 4 F 0 97346 15.47 D 384224 D Restricted Stock Units 2021-12-17 4 M 0 70681 0 D Common Stock 123692.0 0 D In connection with the anticipated transactions contemplated by the Agreement and Plan of Merger whereby the Issuer will be acquired by a joint venture between affiliates of Highgate and Cerberus Capital Management, L.P., the Board of Directors of the Issuer accelerated the payment of certain equity awards granted on March 25, 2020 in connection with certain tax-planning actions to mitigate adverse tax consequences of Section 280G and Section 4999 of the Internal Revenue Code of 1986 (as amended). The accelerated settlement is contingent upon the Reporting Person's agreement to repay accelerated compensation amounts if the Reporting Person voluntarily resigns prior to the earlier of the closing of the merger and the originally scheduled vesting or settlement date (as applicable). The performance-based restricted stock units granted to the Reporting Person on March 25, 2020 ("PSUs") vested with such vesting determined based on achievement of maximum performance. Of the total award of 141,362 PSUs, 70,681 PSUs subject to vesting based on achievement of certain absolute total shareholder return had previously been reported on a Form 4 filed by the Reporting Person on March 26, 2020, which PSUs were settled into 123,692 shares of Common Stock, and an additional 70,681 PSUs subject to vesting based on achievement of certain relative total shareholder return vested into 123,692 shares of Common Stock. Each 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. The shares reported were withheld from the shares deliverable upon vesting of the PSUs to satisfy tax withholding requirements. These PSUs were scheduled to vest based on the Issuer's absolute total shareholder return over a three-year performance period beginning on March 25, 2020 and ending on the third anniversary thereof, subject to accelerated vesting upon certain events. The number of PSUs reported represents the target number awarded on the grant date. The number that would be received upon vesting, if any, may vary from 0% to 175% of the target number shown. /s/ Mark M. Chloupek, as Attorney-in-fact 2021-12-21