4//SEC Filing
Cline Keith A. 4
Accession 0001707178-21-000091
CIK 0001707178other
Filed
Dec 20, 7:00 PM ET
Accepted
Dec 21, 8:45 PM ET
Size
12.1 KB
Accession
0001707178-21-000091
Insider Transaction Report
Form 4
Cline Keith A.
DirectorPresident & CEO
Transactions
- Exercise/Conversion
Common Stock
2021-12-17+412,306→ 1,392,857 total - Award
Common Stock
2021-12-17+412,304→ 1,805,161 total - Exercise/Conversion
Restricted Stock Units
2021-12-17−235,603→ 0 total→ Common Stock (412,306 underlying) - Tax Payment
Common Stock
2021-12-17$15.47/sh−324,485$5,019,783→ 1,480,676 total
Footnotes (5)
- [F1]In connection with the anticipated transactions contemplated by the Agreement and Plan of Merger whereby the Issuer will be acquired by a joint venture between affiliates of Highgate and Cerberus Capital Management, L.P., the Board of Directors of the Issuer accelerated the payment of certain equity awards granted on March 25, 2020 in connection with certain tax-planning actions to mitigate adverse tax consequences of Section 280G and Section 4999 of the Internal Revenue Code of 1986 (as amended). The accelerated settlement is contingent upon the Reporting Person's agreement to repay accelerated compensation amounts if the Reporting Person voluntarily resigns prior to the earlier of the closing of the merger and the originally scheduled vesting or settlement date (as applicable).
- [F2]The performance-based restricted stock units granted to the Reporting Person on March 25, 2020 ("PSUs") vested with such vesting determined based on achievement of maximum performance. Of the total award of 471,205 PSUs, 235,603 PSUs subject to vesting based on achievement of certain absolute total shareholder return had previously been reported on a Form 4 filed by the Reporting Person on March 26, 2020, which PSUs were settled into 412,306 shares of Common Stock, and an additional 235,602 PSUs subject to vesting based on achievement of certain relative total shareholder return vested into 412,304 shares of Common Stock.
- [F3]Each PSU represents a contingent right to receive one share of the Issuer's Common Stock payable in common stock, cash or a combination thereof, subject to adjustment based on the achievement of performance-based vesting criteria.
- [F4]The shares reported were withheld from the shares deliverable upon vesting of the PSUs to satisfy tax withholding requirements.
- [F5]These PSUs were scheduled to vest based on the Issuer's absolute total shareholder return over a three-year performance period beginning on March 25, 2020 and ending on the third anniversary thereof, subject to accelerated vesting upon certain events. The number of PSUs reported represents the target number awarded on the grant date. The number that would be received upon vesting, if any, may vary from 0% to 175% of the target number shown.
Documents
Issuer
CorePoint Lodging Inc.
CIK 0001707178
Entity typeother
Related Parties
1- filerCIK 0001602129
Filing Metadata
- Form type
- 4
- Filed
- Dec 20, 7:00 PM ET
- Accepted
- Dec 21, 8:45 PM ET
- Size
- 12.1 KB