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4//SEC Filing

WINSTON HOTELS INC 4

Accession 0001209191-07-039783

CIK 0000920605operating
View on SEC.govCompany Profile

Filed

Jul 1, 8:00 PM ET

Accepted

Jul 2, 2:43 PM ET

Size

25.4 KB

Accession

0001209191-07-039783

Insider Transaction Report

Form 4
Period: 2007-06-15
WINSTON HOTELS INCWXH
WINSTON CHARLES M
Director
Transactions
  • Disposition to Issuer

    Common Stock

    2007-07-01$15.00/sh−10,000$150,000→ 0 total(indirect: By Spouse)
  • Gift

    Common Stock

    2007-06-15−16,778→ 167,634 total
  • Gift

    WINN common unit

    2007-06-15−33,780→ 985,744 total(indirect: Cary Suites, Inc.)
    Exp: 2050-12-31→ Common Stock (33,780 underlying)
  • Gift

    WINN common units

    2007-06-15−19,540→ 966,204 total(indirect: Cary Suites, Inc.)
    Exp: 2050-12-31→ Common Stock (19,540 underlying)
  • Disposition to Issuer

    WINN common units

    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−167,634$2,514,510→ 0 total
  • Disposition to Issuer

    WINN common unit

    2007-07-01$15.00/sh−105,643$1,584,645→ 0 total
    From: 1995-06-02Exp: 2050-12-31→ Common Stock (105,643 underlying)
  • Disposition to Issuer

    Stock Option

    2007-07-01$15.00/sh−2,000$30,000→ 0 total
    Exercise: $9.38From: 1999-05-18Exp: 2007-07-01→ Common Stock (2,000 underlying)
  • Disposition to Issuer

    WINN common unit

    2007-07-01$15.00/sh−109,516$1,642,740→ 0 total(indirect: WJS-Perimeter)
    From: 1996-07-22Exp: 2050-12-31→ Common Stock (109,516 underlying)
Footnotes (10)
  • [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").
  • [F10]Robert W. Winston III gifted a portion of his interest in Cary Suites, Inc. equal to 19,540 WINN common units to various foundations.
  • [F2]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.
  • [F3]This transaction has also been disclosed on a Form 4 filed on 7/2/2007 by Robert W. Winston III. See Note 5.
  • [F4]Charles Winston gifted a portion of his interest in Cary Suites, Inc. equal to 33,780 WINN common units to various foundations.
  • [F5]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. 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 W. Winston, III, and 0.7% by the sister of Robert W. Winston, III. Charles 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 at the merger effective time.
  • [F6]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 issuers, cash equal to the fair market value of such shares.
  • [F7]At the merger effective time, each WINN partnership unit was converted into, and canceled in exchange for, the right to receive $15.00 per unit.
  • [F8]Charles M. Winston, beneficially owned 109,516 WINN common units held by WJS ? Perimeter, Inc., a corporation owned 33.33% by Charles M. Winston. Pursuant to the Merger Agreement, Charles M. Winston and his wife will receive $15.00 per unit.
  • [F9]Pursuant to the Merger Agreement, each outstanding option held by the reporting person was terminated and cancelled in exhange for the right to receive $5.625, which represents the amount by which the common share merger consideration ($15.00) exceeds the option exercise price.

Documents

1 file

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, 2:43 PM ET
Size
25.4 KB
View on SEC.gov