4//SEC Filing
HAASE BRUCE N 4
Accession 0000895345-21-000117
CIK 0001581164other
Filed
Feb 8, 7:00 PM ET
Accepted
Feb 9, 5:16 PM ET
Size
7.7 KB
Accession
0000895345-21-000117
Insider Transaction Report
Form 4
HAASE BRUCE N
DirectorSee Remarks
Transactions
- Award
Paired Shares
2021-02-08+165,996→ 460,733 total
Holdings
- 57,500(indirect: See Footnote)
Paired Shares
Footnotes (5)
- [F1]Each Paired Share is comprised of one share of common stock, par value $0.01 per share, of Extended Stay America, Inc. and one share of Class B common stock, par value $0.01 per share, of ESH Hospitality, Inc., which shares are paired and traded as a single unit. A Form 4 reflecting the transactions in Paired Shares by the reporting person shown on this Form 4 has been concurrently filed with respect to ESH Hospitality, Inc. as issuer.
- [F2]The reported transaction is an award of Restricted Stock Units in respect of Paired Shares. Subject to the reporting person's continued employment through the applicable vesting date, (i) 50,000 of these Restricted Stock Units are scheduled to vest annually over a three-year period such that one-third of such Restricted Stock Units will vest on each of February 8, 2022, February 8, 2023 and February 8, 2024 and (ii) 115,996 of these Restricted Stock Units are scheduled to vest in respect of (x) 1,333 Paired Shares on the last day of each calendar month for the period beginning on January 1, 2021 and ending on December 31, 2021 and (y) 8,333 Paired Shares on the last day of each calendar month for the period beginning on January 1, 2022 and ending on December 31, 2022.
- [F3]With respect to Restricted Stock Units scheduled to vest as described in clause (i) of footnote 2 to this Form 4, vested Restricted Stock Units will be settled in Paired Shares on the March 15th next following the applicable vesting date (or, in any year when the 15th of March falls on a non-business day, the business day immediately prior to such date).
- [F4]With respect to Restricted Stock Units scheduled to vest as described in clause (ii) of footnote 2 to this Form 4, vested Restricted Stock Units will be settled in Paired Shares upon the earliest of (i) the termination of the reporting person's employment for any reason, (ii) a Change in Control (as defined in the Amended and Restated Extended Stay America, Inc. Long-Term Incentive Plan), but only if such Change in Control constitutes a "change in the ownership or effective control of" or a "change in ownership of a substantial portion of the assets of" Extended Stay America, Inc. within the meaning of Section 409A of the Internal Revenue Code or (iii) March 15, 2023.
- [F5]These Paired Shares are held through the Bruce Nelson Haase Charles Schwab & Co. Inc. Cust IRA Rollover, an individual retirement account for which the reporting person is a fiduciary.
Documents
Issuer
Extended Stay America, Inc.
CIK 0001581164
Entity typeother
Related Parties
1- filerCIK 0001127738
Filing Metadata
- Form type
- 4
- Filed
- Feb 8, 7:00 PM ET
- Accepted
- Feb 9, 5:16 PM ET
- Size
- 7.7 KB