Statement of Changes in Beneficial Ownership (4)
September 04 2015 - 12:35PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
LOPEZ GERARDO I
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2. Issuer Name
and
Ticker or Trading Symbol
Extended Stay America, Inc.
[
STAY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
C/O EXTENDED STAY AMERICA, INC., 11525 N. COMMUNITY HOUSE ROAD, SUITE 100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/3/2015
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(Street)
CHARLOTTE, NC 28277
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Paired Shares
(1)
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9/3/2015
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A
(2)
(3)
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600000
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A
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$0
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600000
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Each Paired Share is comprised of one share of common stock, par value $0.01 per share, of Extended Stay America, Inc. and one share of Class B common stock, par value $0.01 per share, of ESH Hospitality, Inc., which shares are paired and traded as a single unit.
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(
2)
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The reported transaction is an award of Restricted Stock Units in respect of Paired Shares. A Form 4 reflecting the transaction in Paired Shares by the reporting person shown on this Form 4 has been concurrently filed with respect to ESH Hospitality, Inc. as issuer. Subject to the reporting person's continued employment with the issuer through the applicable vesting date, 100,000 of these Restricted Stock Units (the "Time-Vesting RSUs") are scheduled to vest annually over a three-year period such that one-third of the Time-Vesting RSUs will vest on each of August 31, 2016, August 31, 2017 and August 31, 2018. (Continued in Footnote 3.)
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(
3)
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(Continued from Footnote 2.) Subject to the reporting person's continued employment with the issuer through August 31, 2018, 500,000 of these Restricted Stock Units are scheduled to vest based on achievement of a total shareholder return target for the period beginning on July 21, 2015 and ending on August 31, 2018. Vested Restricted Stock Units will generally be settled in Paired Shares on September 15th next following the applicable vesting date.
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Remarks:
Mr. Lopez is the President and Chief Executive Officer and a Director of Extended Stay America, Inc. and ESH Hospitality, Inc.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LOPEZ GERARDO I
C/O EXTENDED STAY AMERICA, INC.
11525 N. COMMUNITY HOUSE ROAD, SUITE 100
CHARLOTTE, NC 28277
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X
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See Remarks
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Signatures
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/s/ Christopher Dekle, Attorney-in-Fact for Gerardo I. Lopez
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9/3/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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