4//SEC Filing
Medzigian Michael G 4
Accession 0001609471-22-000098
CIK 0001609471other
Filed
Oct 24, 8:00 PM ET
Accepted
Oct 25, 4:21 PM ET
Size
17.3 KB
Accession
0001609471-22-000098
Insider Transaction Report
Form 4
Medzigian Michael G
DirectorPresident & CEO
Transactions
- Award
Class A Common Stock
2022-10-21+120,992→ 1,203,018.81 total(indirect: By LLC) - Disposition to Issuer
Class A Common Stock
2022-10-21$6.77/sh−1,620,347.903$10,966,515→ 0 total(indirect: By LLC) - Award
Class A Common Stock
2022-10-21+417,329.093→ 1,620,347.903 total(indirect: By LLC) - Disposition to Issuer
OP Units
2022-10-21$6.77/sh−2,417,996$16,364,997→ 0 total(indirect: By LLC)→ Class A Common Stock (2,417,996 underlying) - Award
Class A Common Stock
2022-10-21+65,731.814→ 1,082,026.81 total(indirect: By LLC) - Disposition to Issuer
Class A Common Stock
2022-10-21$6.77/sh−268,864.762$1,819,677→ 0 total(indirect: By Trust)
Holdings
- 1,016,294.99(indirect: By LLC)
Class A Common Stock
- 268,864.762(indirect: By Trust)
Class A Common Stock
Footnotes (7)
- [F1]Subsequent to the Reporting Person's last Form 4 filed on April 14, 2022, the Reporting Person transferred 71,844.873 shares of WLT's Class A Common Stock from a trust to another account, in both of which the Reporting Person holds a pecuniary interest.
- [F2]Subsequent to the Reporting Person's last Form 4 filed on April 14, 2022, the Reporting Person transferred 944,450.119 shares of WLT's Class A Common Stock from a directly-owned account to an account in which the Reporting Person holds a precuniary interest.
- [F3]Represents the vesting of performance-based RSU's in accordance with the Reporting Person's employment agreement with WLT.
- [F4]Represents the vesting of performance-based RSU's upon the Company Merger Effective Time.
- [F5]Pursuant to the Merger Agreement dated May 6, 2022, at the Company Merger Effective Time, each outstanding share of Class A Common Stock, par value $0.001 per share, of the Company ("Company A Share"), was automatically converted into the right to receive an amount in cash equal to $6.768, without interest. As of the Company Merger Effective Time, all Company A Shares issued and outstanding immediately prior to the Company Merger Effective Time are no longer outstanding and were automatically cancelled and cease to exist.
- [F6]Pursuant to the Merger Agreement, effective immediately prior to the Company Merger Effective Time, each award of restricted stock units (whether vested or unvested) (each, a "Company RSU Award") that is outstanding immediately prior to the Company Merger Effective Time was cancelled, with the holder of each such Company RSU Award becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash equal to (i) the number of Company A Shares subject to the Company RSU Award immediately prior to the Company Merger Effective Time multiplied by (ii) the Per Company A Share Merger Consideration (less any applicable income and employment withholding Taxes) of $6.768 per share.
- [F7]The OP Units were convertible for a number of shares of Class A Common Stock of equivalent value. In the Partnership Merger, each OP Unit was cancelled and converted into the right to receive $6.768 per unit in cash.
Documents
Issuer
Watermark Lodging Trust, Inc.
CIK 0001609471
Entity typeother
Related Parties
1- filerCIK 0001500752
Filing Metadata
- Form type
- 4
- Filed
- Oct 24, 8:00 PM ET
- Accepted
- Oct 25, 4:21 PM ET
- Size
- 17.3 KB