0000899243-16-030046.txt : 20160926
0000899243-16-030046.hdr.sgml : 20160926
20160926210532
ACCESSION NUMBER: 0000899243-16-030046
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: DALEY CLAYTON C JR
CENTRAL INDEX KEY: 0001180778
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-07959
FILM NUMBER: 161903202
MAIL ADDRESS:
STREET 1: C/O THE PROCTER & GAMBLE COMPANY,
STREET 2: ONE PROCTER & GAMBLE PLAZA
CITY: CINCINNATI
STATE: OH
ZIP: 45202
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-09-22
1
0000316206
STARWOOD HOTELS & RESORTS WORLDWIDE, LLC
HOT
0001180778
DALEY CLAYTON C JR
STARWOOD HOTELS & RESORTS WORLDWIDE, INC
ONE STARPOINT
STAMFORD
CT
06902
1
0
0
0
Common Stock
2016-07-01
5
G
0
E
3000
D
28442
D
Common Stock
2016-07-07
5
G
0
E
6684
D
21758
D
Common Stock
2016-07-14
5
G
0
E
3424
D
18334
D
Common Stock
2016-09-22
4
D
0
18334
D
0
D
Phantom Stock
2016-09-22
4
D
0
892
D
Common Stock
892
0
D
Stock Option (Right to Buy)
35.49
2016-09-22
4
D
0
4403
D
2010-02-26
2018-02-26
Common Stock
4403
0
D
Stock Option (Right to Buy)
56.88
2016-09-22
4
D
0
2747
D
2011-02-28
2019-02-28
Common Stock
2747
0
D
Stock Option (Right to Buy)
51.11
2016-09-22
4
D
0
3057
D
2012-02-28
2020-02-28
Common Stock
3057
0
D
Not Applicable.
Each share of Common Stock was disposed of pursuant to the transactions 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 No. 1 to the Agreement and Plan of Merger (the "Merger Agreement"), in exchange for the right to receive (1) 0.800 shares of common stock of Marriott, (2) $21.00 in cash, without interest, and (3) any applicable cash in lieu of fractional shares of common stock of Marriott.
Phantom Stock is convertible into Common Stock on a one-for-one basis.
Reflects an antidilution adjustment to the number of shares of Phantom Stock 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").
Phantom Stock was to convert into Common Stock and be distributed to the Reporting Person per the terms of the applicable Deferral Agreements.
As a result of the conversions described in the Merger Agreement (the "Conversions"), each share of Phantom Stock was converted into 1.1046 deferred stock units of common stock of Marriott (market value $69.75 per share).
Reflects an antidilution adjustment to the exercise price and number of remaining Stock Options (previously reported as $38.235 and 4,087 respectively) that was made in connection with the SVO Spin-Off.
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 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).
Reflects an antidilution adjustment to the exercise price and number of remaining Stock Options (previously reported as $61.28 and 2,550 respectively) that was made in connection with the SVO Spin-Off.
Reflects an antidilution adjustment to the exercise price and number of remaining Stock Options (previously reported as $55.06 and 2,838 respectively) that was made in connection with the SVO Spin-Off.
/s/ Kristen Prohl, Attorney-in-Fact
2016-09-26