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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* HOLMES STEPHEN P (Last) (First) (Middle) C/O WYNDHAM HOTELS & RESORTS, INC. 22 SYLVAN WAY (Street) PARSIPPANY NJ 07054 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol WYNDHAM HOTELS & RESORTS, INC. [ WH ]	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) 05/31/2018
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/31/2018		A		1,120,784(1)	A	$0	1,120,784	D
Common Stock	05/31/2018		A		211,153(2)	A	$0	1,331,937	D
Common Stock	05/31/2018		A		84,217(3)	A	$0	1,416,154	D
Common Stock	05/31/2018		A		432(4)	A	$0	432	D
Common Stock	06/01/2018		A		2,442(5)	A	$0	2,874	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Settled Stock Appreciation Right	$40.69	05/31/2018		A		22,256(6)		05/31/2018(6)	02/27/2020	Common Stock	22,256	$0	22,256	D
Stock Settled Stock Appreciation Right	$51.19	05/31/2018		A		50,539(6)		05/31/2018(6)	02/26/2021	Common Stock	50,539	$0	50,539	D
Stock Settled Stock Appreciation Right	$39.95	05/31/2018		A		109,489(6)		05/31/2018(6)	02/25/2022	Common Stock	109,489	$0	109,489	D

Explanation of Responses:

1. Shares of common stock received in the May 31, 2018 pro rata distribution of shares of the Registrant by Wyndham Destinations, Inc. to its stockholders (the "Spin-off").

2. Common stock acquired in connection with the Spin-off as a result of vesting on May 31, 2018 of previously-granted performance vested restricted stock units issued under the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan.

3. Restricted stock units received on May 31, 2018 under the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan (the "Plan") in connection with the Spin-off. The units vested in full on May 31, 2018.

4. Restricted stock units received on May 31, 2018 under the Plan in connection with the Spin-off. The units vest in full on the earlier of (i) June 30, 2019, subject to the reporting person's continuous service with the Registrant, and (ii) the Registrant's termination of the reporting person's service without "cause" on or after December 31, 2018. The reporting person will receive one share of common stock for each vested restricted stock unit.

5. Restricted stock units granted on June 1, 2018 under the Plan. The units vest in four equal installments on each of the first four anniversaries of June 1, 2018, subject to the reporting person's continued service with the Registrant. The reporting person will receive one share of common stock for each vested restricted stock unit.

6. Stock-settled stock appreciation rights ("SSARs") received under the Plan in connection with the Spin-off. The SSARs vested on May 31, 2018, and each SSAR confers upon the reporting person the right to receive an amount in common stock equal to the excess of the fair market value of a share of common stock on the date of exercise over the exercise price of the SSAR.

	/s/ Paul F. Cash as Attorney-in-Fact for Stephen P. Holmes	06/04/2018
	** 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).
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