0000899243-16-030044.txt : 20160926 0000899243-16-030044.hdr.sgml : 20160926 20160926210427 ACCESSION NUMBER: 0000899243-16-030044 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160922 FILED AS OF DATE: 20160926 DATE AS OF CHANGE: 20160926 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: STARWOOD HOTELS & RESORTS WORLDWIDE, LLC CENTRAL INDEX KEY: 0000316206 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 521193298 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE STARPOINT CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-964-4000 MAIL ADDRESS: STREET 1: 15147 N. SCOTTSDALE ROAD STREET 2: SUITE H-210 CITY: SCOTTSDALE STATE: AZ ZIP: 85254 FORMER COMPANY: FORMER CONFORMED NAME: STARWOOD HOTEL & RESORTS WORLDWIDE, INC DATE OF NAME CHANGE: 20120104 FORMER COMPANY: FORMER CONFORMED NAME: STARWOOD HOTEL & RESORTS WORLDWIDE INC DATE OF NAME CHANGE: 19980306 FORMER COMPANY: FORMER CONFORMED NAME: STARWOOD LODGING CORP DATE OF NAME CHANGE: 19950215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAVA JEFFREY M CENTRAL INDEX KEY: 0001255685 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07959 FILM NUMBER: 161903197 MAIL ADDRESS: STREET 1: STARWOOD HOTELS & RESORTS WORLDWIDE, INC STREET 2: ONE STARPOINT CITY: STAMFORD STATE: CT ZIP: 06902 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-09-22 1 0000316206 STARWOOD HOTELS & RESORTS WORLDWIDE, LLC HOT 0001255685 CAVA JEFFREY M STARWOOD HOTELS & RESORTS WORLDWIDE, INC ONE STARPOINT STAMFORD CT 06902 0 1 0 0 EVP & Chief HR Officer Common Stock 2016-09-22 4 A 0 8880 A 50398 D Common Stock 2016-09-22 4 D 0 8880 D 41518 D Common Stock 2016-09-22 4 A 0 12984 A 54502 D Common Stock 2016-09-22 4 D 0 12984 D 41518 D Common Stock 2016-09-22 4 A 0 22652 A 64170 D Common Stock 2016-09-22 4 D 0 22652 D 41518 D Common Stock 2016-09-22 4 D 0 21018 D 20500 D Common Stock 2016-09-22 4 D 0 20500 D 0 D Stock Options (Right to Buy) 51.11 2016-09-22 4 D 0 4124 D 2020-02-28 Common Stock 4124 0 D Reflects Performance Shares deemed earned at 100% achievement level under 2014 performance share awards as part of the conversions (the "Conversions") described in the Agreement and Plan of Merger, dated as of November 15, 2015, by and among the Issuer, Marriott International, Inc. ("Marriott") et al., as thereafter amended by the Amendment Number 1 to Agreement and Plan of Merger (the "Merger Agreement"). Not applicable. As a result of the Conversions, each share of Common Stock deemed earned under the performance share awards was converted into 1.1046 time-based restricted stock units in respect of common stock of Marriott (market value $69.75 per share). Reflects Performance Shares deemed earned at 128.55% achievement level under 2015 performance share awards as part of the Conversions. Reflects Performance Shares deemed earned at 200% achievement level under 2016 performance share awards as part of the Conversions. As a result of the Conversions, each Restricted Share was converted into 1.1046 restricted shares of common stock of Marriott (market value $69.75 per share). Note that, for purposes of prior entries in Column 5 of this report, this Form 4 reflects an antidilution adjustment to the number of remaining Restricted Shares (from 19,510 to 21,018) that was made in connection with the separation of the Issuer's vacation ownership business from its other businesses on May 11, 2016 (the "SVO Spin-Off"). Each share of Common Stock was disposed of pursuant to the transactions described in the Merger Agreement in exchange for the right to receive (A) 0.800 shares of common stock of Marriott, (B) $21.00 in cash, without interest, and (C) any applicable cash in lieu of fractional shares of common stock of Marriott. Reflects an antidilution adjustment to the exercise price and number of remaining Stock Options (previously reported as $55.06 and 3,828, respectively) that was made in connection with the SVO Spin-Off. This option vested in four equal annual installments beginning on 2/28/2013. As a result of the Conversions, these Stock Options, which were fully vested, were converted into options to purchase a number of shares of Marriott common stock equal to the number of shares of Common Stock underlying the Stock Options multiplied by 1.1046 (rounded down to the nearest whole number of shares), at an exercise price equal to the exercise price of the Stock Options divided by 1.1046 (rounded up to the nearest whole cent). /s/ Kristen Prohl, Attorney-in-Fact 2016-09-26