STARWOOD HOTELS & RESORTS WORLDWIDE, LLC 4
4 · STARWOOD HOTELS & RESORTS WORLDWIDE, LLC · Filed Sep 26, 2016
Insider Transaction Report
Form 4
CLARKE THOMAS E
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2016-09-22−4,403→ 0 totalExercise: $35.49From: 2010-02-26Exp: 2018-02-26→ Common Stock (4,403 underlying) - Disposition to Issuer
Common Stock
2016-09-22−23,541→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2016-09-22−3,057→ 0 totalExercise: $51.11From: 2012-02-28Exp: 2020-02-28→ Common Stock (3,057 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-09-22−2,747→ 0 totalExercise: $56.88From: 2011-02-28Exp: 2019-02-28→ Common Stock (2,747 underlying)
Footnotes (5)
- [F1]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.
- [F2]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 the Issuer's vacation ownership business from its other businesses on May 11, 2016 (the "SVO Spin-Off").
- [F3]As a result of the conversions described in the Merger Agreement , 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).
- [F4]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.
- [F5]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.