STARWOOD HOTELS & RESORTS 4
4 · STARWOOD HOTELS & RESORTS · Filed Feb 10, 1999
Insider Transaction Report
Form 4
Transactions
- Purchase
Paired Shares
1999-01-13$25.69/sh+2,600$66,788(indirect: 01,02) - Sale
Paired Shares
1999-01-13$25.63/sh−2,600$66,625→ 1,470 total(indirect: 01,02) - Other
Paired Shares
[03]1999-01-11$57.06/sh+438$24,993→ 1,752 total(indirect: 01,03)
Holdings
- 4,500
(right to buy)
Exercise: $47.00Exp: 2008-06-30→ Paired Shares (4,500 underlying) - 4,500(indirect)
(right to buy)
Exercise: $47.00Exp: 2008-06-30→ Paired Shares (4,500 underlying) - 2,219
(right to buy)
Exercise: $57.88Exp: 2008-01-02→ Paired Shares (2,219 underlying) - 2,219(indirect)
(right to buy)
Exercise: $57.88Exp: 2008-01-02→ Paired Shares (2,219 underlying) - 2,179,184(indirect)
& Resorts
Exercise: $6.00→ Paired Shares (2,179,184 underlying) - 2,008,851(indirect)
& Resorts
Exercise: $6.00Exp: 1999-01-02→ Paired Shares (2,008,851 underlying) - 117,036(indirect)
Partnership
Exercise: $6.00→ Paired Shares (117,036 underlying) - 77,825(indirect)
Partnership
Exercise: $6.00→ Paired Shares (77,825 underlying)
Footnotes (6)
- [01]The Reporting Person is a managing director of Goldman Sachs International, an affiliate of The Goldman Sachs Group, L.P. ("GS Group"). GS Group is the general partner of and owns a 99% interest in Goldman, Sachs & Co. ("Goldman Sachs"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
- [02]The securities reported herein as indirectly purchased and sold were purchased and sold and may be deemed to be beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to the Company.
- [03]These paired shares were granted to and may be deemed to be beneficially owned directly by GS Group. 219 paired shares were granted pursuant to the Starwood Hotels & Resorts 1995 Long-Term Incentive Plan (Amended and Restated as of December 3, 1998). 219 paired shares were granted pursuant to the Starwood Hotels & Resorts Worldwide, Inc., 1995 Long-Term Incentive Plan (Amended and Restated as of December 3, 1998).
- [04]These options were granted pursuant to the Starwood Hotels & Resorts Worldwide, Inc., 1995 Long-Term Incentive Plan (Amended and Restated as of December 3, 1998) to the Reporting Person. The Reporting Person has an agreement with GS Group pursuant to which he holds such options for the benefit of GS Group.
- [05]These options were granted pursuant to the Starwood Hotels & Resorts 1995 Long-Term Incentive Plan (Amended and Restated as of December 3, 1998) to a managing director of Goldman Sachs in his capacity as a director of the Issuer. That managing director has an agreement with GS Group pursuant to which he holds the options for the benefit of GS Group.
- [06]Goldman Sachs and GS Group may be deemed to own beneficially and indirectly in the aggregate 2,179,184 Class A Exchangeable Preferred Shares of Starwood Hotels & Resorts, 2,008,851 Class B Exchangeable Preferred Shares of Starwood Hotels & Resorts, 117,036 Partnership Units of SLT Realty Limited Partnership ("Realty Partnership Units") and 77,825 Partnership Units of SLC Operating Limited Partnership ("Operating Partnership Units") through certain investment partnerships (the "Limited Partnerships") of which affiliates of Goldman Sachs and GS Group are the manager, general partner or managing general partner. Goldman Sachs is the investment manager to certain of the Limited Partnerships. Pursuant to a pairing agreement (as amended and restated, the "Intercompany Agreement") between Starwood Hotels & Resorts, a Maryland real estate investment trust ("Starwood Trust"), and Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation ("Starwood Corporation" and, together with Starwood Trust, "Starwood"), each stockholder of Starwood owns an equivalent number of Class B shares of beneficial interest, par value $.01 per share (the "Class B Shares"), of Starwood Trust, and shares of Common Stock, par value $.01 per share (the "Corporation Shares"), of Starwood Corporation. The Class B Shares and the Corporation Shares may be held and traded only in units consisting of one Class B Share and one Corporation Share (the "Paired Shares"). The shares of Class A Exchangeable Preferred Stock ("Class A EPS") are exchangeable for Paired Shares at any time, subject to the right of Starwood to deliver cash in lieu of Paired Shares (or, in certain circumstances, to deliver a promissory note or to cause the registered sale of such securities and the delivery of the net purchase price from such sale to the exchanging holder). The shares of Class B Exchangeable Preferred Stock ("Class B EPS") are exchangeable for Class A EPS at any time after January 2, 1999, which, as described above, is exchangeable for Paired Shares, subject to the right of Starwood to deliver cash in lieu of such Paired Shares (or, in certain circumstances, to deliver a promissory note or to cause the registered sale of such securities and the delivery of the net purchase price from such sale to the exchanging holder). Realty Partnership Units and Operating Partnership Units are exchangeable at any time for Paired Shares, subject to the right of Starwood to deliver cash in lieu of Paired Shares (or, in certain circumstances, to deliver a promissory note or to cause the registered sale of such securities and the delivery of the net purchase price from such sale to the exchanging holder), and are exchangeable, at any time prior to January 2, 2003, for shares of Class B EPS, subject to the right of Starwood to deliver cash in lieu of shares of Class B EPS (or, in certain circumstances, to deliver a promissory note or to cause the registered sale of such securities and the delivery of the net purchase price from such sale to the exchanging holder). The initial exchange ratio for all such exchanges is 1:1, and such ratio is subject to equitable adjustment in certain events, including the payment of a stock dividend by Starwood Trust or Starwood Corporation or the completion of a recapitalization of Starwood or a reclassification of the Starwood securities. In addition, the shares of Class B EPS may, at the option of either the holder or Starwood, be redeemed, from and after January 2, 2003, at a price equal to $38.50 or, in certain circumstances, Paired Shares having an equivalent value.