4//SEC Filing
WINSTON HOTELS INC 4
Accession 0001209191-07-039765
CIK 0000920605operating
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 2:24 PM ET
Size
18.2 KB
Accession
0001209191-07-039765
Insider Transaction Report
Form 4
WINSTON ROBERT W III
DirectorDirector, President and CEO
Transactions
- Disposition to Issuer
WINN common unit
2007-07-01$15.00/sh−966,204$14,493,060→ 0 total(indirect: Cary Suites, Inc)Exp: 2050-12-31→ Common Stock (966,204 underlying) - Disposition to Issuer
Common Stock
2007-07-01$15.00/sh−917,944$13,769,160→ 0 total - Gift
WINN common unit
2007-06-15−19,540→ 999,984 total(indirect: Cary Suites, Inc.)Exp: 2050-12-31→ Common Stock (19,540 underlying) - Gift
WINN common unit
2007-06-15−33,780→ 966,204 total(indirect: Cary Suites, Inc.)Exp: 2050-12-31→ Common Stock (33,780 underlying) - Gift
Common Stock
2007-06-15−34,000→ 917,944 total - Disposition to Issuer
Common Stock
2007-07-01$15.00/sh−13,333$199,995→ 0 total(indirect: 1/3 Owner of CMWA L.L.P.)
Footnotes (7)
- [F1]Disposed of for $15.00 in cash pursuant to a merger agreement by and among Winston Hotels, Inc., WINN Limited Partnership, Inland American Real Estate Trust, Inc. and Inland American Acquisition (Winston), LLC (the "Merger Agreement").
- [F2]On December 2006, Mr. Charles M. Winston gifted 33.33% of the ownership interst in Charles M. Winston Associates, L.L.P. ("CMWA L.L.P.") to reporting person. CMWA L.L.P. owns 40,000 shares of common stock of the registrant.
- [F3]Of the 1,019,524 WINN common units held by Cary Suites, Inc., 297,500 WINN common units were first redeemable on 6/2/1995 and 722,024 were first redeemable as of 2/18/1998. WINN common units are redeemable for shares of the issuer's common stock on a one-for-one basis or, at the election of the issuer, cash equal to the fair market value of such shares.
- [F4]Robert W. Winston III gifted a portion of his interest in Cary Suites, Inc. equal to 19,540 WINN common units to various foundations.
- [F5]This transaction has also been disclosed on a Form 4 filed on 7/2/2007 by Charles M. Winston. See Note 6.
- [F6]Pursuant to General Instruction 4(b) (iv) of Form 4, the reporting person disclosed all units of limited partnership interest in WINN Limited Partnership ("WINN common units") owned by Cary Suites, Inc ("CSI") as being beneficially owned by the reporting person. As of 6/30/07, CSI owned 1,019,524 WINN common units. Robert W. Winston, III served as sole officer and director of CSI and as such, had voting and dispositive power over these WINN common units. As of 6/15/2007, CSI was owned 29.1% by Robert W. Winston, III, 20.8% by his wife, III, 31.5% by Charles M. Winston, the father of Robert W. Winston, III, and his wife, 17.9% by trusts for the benefit of the children of Robert Winston, and 0.7% by the sister of Robert Winston. Robert Winston disclaims a pecuniary interest in these WINN common units, except to the extent of his and his wife's pro rata interest in CSI. Pursuant to the Merger Agreement, CSI received $15.00 per WINN common unit upon consummation of the merger.
- [F7]Represents a gift made by Charles M. Winston of a portion of his interest in Cary Suites, Inc. equal to 33,780 WINN common units.
Documents
Issuer
WINSTON HOTELS INC
CIK 0000920605
Entity typeoperating
IncorporatedNC
Related Parties
1- filerCIK 0000920605
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 2:24 PM ET
- Size
- 18.2 KB