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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WYNDHAM INTERNATIONAL INC [ WBR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/16/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series B Convertible Preferred Stock | $8.59(1) | 08/16/2005 | J(2) | 4,961,289.987(3)(4) | 06/30/1999(5) | 08/16/2005(6) | Class A Common Stock | 61,835,534 | $72.17 | 0 | D |
Explanation of Responses: |
1. The conversion rate is subject to adjustment according to the terms set forth in the Certificate of Designation. |
2. In connection with the merger of an affiliate of The Blackstone Group with and into the Registrant (the "Blackstone Merger"), each outstanding share of Series B Preferred Stock held by the Reporting Persons was converted into $72.17 in cash. As a result, the Reporting Persons no longer hold any interest in the Registrant. |
3. Consists of shares owned by the following entities and persons (with the number of shares of our series B preferred stock directly beneficially owned by such entity or person being indicated): Thomas H. Lee Equity Fund IV, L.P., 4,202,085.334 shares; Thomas H. Lee Foreign Fund IV, L.P., 145,258.030 shares; Thomas H. Lee Foreign Fund IV-B, L.P., 408,119.274 shares; THL Equity Advisors IV, LLC; Thomas H. Lee Charitable Investment Limited Partnership, 27,322.136 shares; Thomas H. Lee; and the following parties who are employed by or affiliated with employees of Thomas H. Lee Company: State Street Bank & Trust Company as Trustee of the 1997 Thomas H. Lee Nominee Trust, 63,794.332 shares; David V. Harkins, 14,697.455 shares; The 1995 Harkins Gift Trust, 1,646.525 shares; Scott A. Schoen, 12,256.789 shares; C. Hunter Boll, 12,256.789 shares; Sperling Family Limited Partnership, 12,256.789 shares; Anthony J. DiNovi, 12,256.789 shares; (continued in Footnote 4 to this item) |
4. (continued from Footnote 3 to this item) Thomas M. Hagerty, 12,256.789 shares; Warren C. Smith, Jr., 11,592.332 shares; Smith Family Limited Partnership, 664.442 shares; Seth W. Lawry, 5,106.584 shares; Kent R. Weldon, 3,411.405 shares; Terrence M. Mullen, 2,717.776 shares; Todd M. Abbrecht, 2,717.776 shares; Charles A. Brizius, 2,043.599 shares; Scott Jaeckel, 769.784 shares; Soren Oberg, 769.784 shares; Thomas R. Shepherd, 1,435.848 shares; Joseph J. Incandela, 717.920 shares; Wendy L. Masler, 328.971 shares; Andrew D. Flaster, 328.971 shares; Robert Schiff Lee 1988 Irrevocable Trust, 1,234.902 shares; Stephen Zachary Lee, 1,234.902 shares; Charles W. Robins as Custodian for Jesse Lee, 823.264 shares; Charles W. Robins, 328.971 shares; James Westra, 328.971 shares; Adam A. Abramson, 205.806 shares; Joanne M. Ramos, 115.052 shares; and Wm. Matthew Kelley, 205.806 shares. |
5. The Series B Convertible Preferred Stock was convertible at any time. |
6. Pursuant to the Blackstone Merger, all shares of Series B Preferred Stock were converted into the right to receive $72.17 in cash, without interest. |
Remarks: |
/s/ Thomas H. Lee | 08/18/2005 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |