0000899243-16-030051.txt : 20160926 0000899243-16-030051.hdr.sgml : 20160926 20160926210756 ACCESSION NUMBER: 0000899243-16-030051 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: DUNCAN BRUCE W CENTRAL INDEX KEY: 0001105577 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07959 FILM NUMBER: 161903204 MAIL ADDRESS: STREET 1: C/O CADILLAC FAIRVIEW CORP 20 QUEEN ST W STREET 2: TORONTO ONTARIO CANADA M5H 3R4 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-09-22 1 0000316206 STARWOOD HOTELS & RESORTS WORLDWIDE, LLC HOT 0001105577 DUNCAN BRUCE W STARWOOD HOTELS & RESORTS WORLDWIDE INC. ONE STARPOINT STAMFORD CT 06902 1 0 0 0 Common Stock 2016-09-22 4 D 0 49655 D 0 D Common Stock 2016-09-22 4 D 0 71366 D 0 I Bruce W. Duncan Revocable Trust Phantom Stock 2016-09-22 4 D 0 8496 D Common Stock 8496 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 Restricted Stock Units 2016-09-22 4 D 0 607 D Common Stock 607 0 D Restricted Stock Units 2016-09-22 4 D 0 508 D Common Stock 508 0 D Restricted Stock Units 2016-09-22 4 D 0 507 D Common Stock 507 0 D Restricted Stock Units 2016-09-22 4 D 0 499 D Common Stock 499 0 D Restricted Stock Units 2016-09-22 4 D 0 485 D Common Stock 485 0 D Restricted Stock Units 2016-09-22 4 D 0 498 D Common Stock 498 0 D Restricted Stock Units 2016-09-22 4 D 0 483 D Common Stock 483 0 D Restricted Stock Units 2016-09-22 4 D 0 497 D Common Stock 497 0 D Restricted Stock Units 2016-09-22 4 D 0 607 D Common Stock 607 0 D Restricted Stock Units 2016-09-22 4 D 0 582 D Common Stock 582 0 D Restricted Stock Units 2016-09-22 4 D 0 476 D Common Stock 476 0 D Restricted Stock Units 2016-09-22 4 D 0 2109 D Common Stock 2109 0 D 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. This report corrects the antidilution adjustment to the number of shares of Phantom Stock held by the Reporting Person, which was inadvertently underreported by 282 shares in the Form 4 filed by the Reporting Person on June 28, 2016. 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 separation of Issuer's vacation ownership business from its other businesses on May 11, 2016 (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 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). 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. Restricted Stock Units are convertible into Common Stock on a one-for-one basis. Restricted Stock Units were to convert into Common Stock on the third anniversary of the grant date or, if earlier, the date the Reporting Person ceased to be a director. As a result of the Conversions, each Restricted Stock Unit was converted into 1.1046 restricted stock units covering the common stock of Marriott (market value $69.75 per share). Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 564) that was made in connection with the SVO Spin-Off. Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 472) that was made in connection with the SVO Spin-Off. Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 471) that was made in connection with the SVO Spin-Off. Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 464) that was made in connection with the SVO Spin-Off. Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 451) that was made in connection with the SVO Spin-Off. Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 463) that was made in connection with the SVO Spin-Off. Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 449) that was made in connection with the SVO Spin-Off. Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 462) that was made in connection with the SVO Spin-Off. Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 564) that was made in connection with the SVO Spin-Off. Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 541) that was made in connection with the SVO Spin-Off. Restricted Stock Units were to vest on the third anniversary of the grant date. As per the terms of the Reporting Person's applicable Deferrral Agreement, Restricted Stock Units were to convert into Common Stock and be distributed on January 15 of the fifth year following the vesting date, or, if earlier, the date the Reporting Person ceased to be a director. Restricted Stock Units vested on the third anniversary of the grant date. As per the terms of the Reporting Person's applicable Deferral Agreement, Restricted Stock Units were to convert into Common Stock and be distributed on January 15 of the fifth year following the vesting date, or, if earlier, the date the Reporting Person ceased to be a director. Reflects an antidilution adjustment to the number of Restricted Stock Units (previously reported as 1,958) that was made in connection with the SVO Spin-Off. Restricted Stock Units were to convert into Common Stock on the first anniversary of the grant date. /s/ Kristen Prohl, Attorney-in-Fact 2016-09-26