Statement of Changes in Beneficial Ownership (4)
September 18 2019 - 4:31PM
Edgar (US Regulatory)
FORM 4
[X]
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
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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
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Wootten Graham J. |
2. Issuer Name and Ticker or Trading Symbol
Chesapeake Lodging Trust
[
CHSP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, CAO & Secretary
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(Last)
(First)
(Middle)
C/O CHESAPEAKE LODGING TRUST,, 4300 WILSON BOULEVARD, SUITE 625 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/18/2019
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(Street)
ARLINGTON, VA 22203
(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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Common Shares of Beneficial Interest (1)
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9/18/2019
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A
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119835
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A
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$0
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206128
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D
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Common Shares of Beneficial Interest (2)
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9/18/2019
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F
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64566
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D
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$27.17
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141562
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D
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Common Shares of Beneficial Interest
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9/18/2019
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D
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141562
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D
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$0 (3)
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0
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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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Represents shares issued upon the accelerated vesting of performance-based equity awards pursuant to the Merger Agreement as defined in Footnote 3 below.
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(2)
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Represents shares surrendered to the issuer to satisfy withholding taxes owed upon the vesting of (i) time-based equity awards and (ii) performance-based equity awards pursuant to the Merger Agreement as defined in Footnote 3 below.
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(3)
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Disposed of pursuant to an Agreement and Plan of Merger, dated as of May 5, 2019 (the "Merger Agreement"), by and among Park Hotels & Resorts Inc., ("Park"), PK Domestic Property LLC, an indirect subsidiary of Park ("Domestic"), PK Domestic Sub LLC ("Merger Sub") and Chesapeake Lodging Trust (the "Trust"). Pursuant to the Merger Agreement, on September 18, 2019, the Trust merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of Domestic. Pursuant to the Merger Agreement, each common share of beneficial interest of the Trust, par value $0.01, was converted into the right to receive 0.628 of a share of Park's common stock, par value $0.01, and $11.00 in cash.
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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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Wootten Graham J. C/O CHESAPEAKE LODGING TRUST, 4300 WILSON BOULEVARD, SUITE 625 ARLINGTON, VA 22203
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SVP, CAO & Secretary
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Signatures
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/s/ Graham J. Wootten
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9/18/2019
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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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