4//SEC Filing
STARWOOD HOTELS & RESORTS WORLDWIDE, LLC 4
Accession 0000899243-16-030068
CIK 0000316206operating
Filed
Sep 25, 8:00 PM ET
Accepted
Sep 26, 9:15 PM ET
Size
20.9 KB
Accession
0000899243-16-030068
Insider Transaction Report
Form 4
SIEGEL KENNETH S
CAO & General Counsel
Transactions
- Disposition to Issuer
Common Stock
2016-09-22−16,445→ 90,568 total - Disposition to Issuer
Common Stock
2016-09-22−28,096→ 62,472 total - Disposition to Issuer
Common Stock
2016-09-22−62,472→ 0 total - Disposition to Issuer
Stock Options (Right to Buy)
2016-09-22−4,355→ 0 totalExercise: $51.11Exp: 2020-02-28→ Common Stock (4,355 underlying) - Disposition to Issuer
Common Stock
2016-09-22−31,244→ 90,568 total - Award
Common Stock
2016-09-22+11,840→ 102,408 total - Disposition to Issuer
Common Stock
2016-09-22−11,840→ 90,568 total - Award
Common Stock
2016-09-22+16,445→ 107,013 total - Award
Common Stock
2016-09-22+31,244→ 121,812 total
Footnotes (10)
- [F1]Reflects Performance Shares deemed earned at 100% achievement level under 2014 performance share awards as part of the conversions (the "Conversions") 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 Number 1 to Agreement and Plan of Merger (the "Merger Agreement").
- [F10]As a result of the Conversions, these Stock Options, which were fully vested, were converted into Stock 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).
- [F2]Not applicable.
- [F3]As a result of the Conversions, each share of Common Stock deemed earned under the performance share awards was converted into 1.1046 time-based restricted stock units in respect of common stock of Marriott (market value $69.75 per share).
- [F4]Reflects Performance Shares deemed earned at 128.55% achievement level under 2015 performance share awards as part of the Conversions.
- [F5]Reflects Performance Shares deemed earned at 200% achievement level under 2016 performance share awards as part of the Conversions.
- [F6]As a result of the Conversions, each Restricted Share was converted into 1.1046 restricted shares of common stock of Marriott (market value $69.75 per share). Note that, for purposes of prior entries in Column 5 of this report, this Form 4 reflects an antidilution adjustment to the number of remaining Restricted Shares (from 26,080 to 28,096) 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").
- [F7]Each share of Common Stock was disposed of pursuant to the transactions described in the Merger Agreement in exchange for the right to receive (A) 0.800 shares of common stock of Marriott, (B) $21.00 in cash, without interest, and (C) any applicable cash in lieu of fractional shares of common stock of Marriott.
- [F8]Reflects an antidilution adjustment to the exercise price and number of remaining Stock Options (previously reported as $55.06 and 4,043, respectively) that was made in connection with the SVO Spin-Off.
- [F9]This Stock Option vested in four equal annual installments beginning on 2/28/2013.
Documents
Issuer
STARWOOD HOTELS & RESORTS WORLDWIDE, LLC
CIK 0000316206
Entity typeoperating
IncorporatedMD
Related Parties
1- filerCIK 0000316206
Filing Metadata
- Form type
- 4
- Filed
- Sep 25, 8:00 PM ET
- Accepted
- Sep 26, 9:15 PM ET
- Size
- 20.9 KB