Statement of Changes in Beneficial Ownership (4)
June 07 2023 - 4:56PM
Edgar (US Regulatory)
FORM 4
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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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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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JOHNSON ROBERT L |
2. Issuer Name and Ticker or Trading Symbol
RLJ Lodging Trust
[
RLJ
]
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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) Executive Chairman |
(Last)
(First)
(Middle)
C/O RLJ LODGING TRUST, 3 BETHESDA METRO CENTER, SUITE 1000 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/5/2023 |
(Street)
BETHESDA, MD 20814 |
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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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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 | 6/5/2023 | | A | | 22971 (1) | A | $0 | 1373795 | D | |
Common Shares | 6/5/2023 | | F | | 5548 (2) | D | $10.92 | 1368247 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
OP Units | (3) | | | | | | | (4) | (4) | Common Stock | 335250 | | 335250 | D | |
Explanation of Responses: |
(1) | These securities were issued to the reporting person pursuant to the RLJ Lodging Trust 2021 Equity Incentive Plan, which provides for the conversion of performance units to a number of restricted common shares based on the Issuer's performance over a designated three-year performance period. 50% of the restricted common shares vested on the date of issuance, with the remaining 50% vesting on February 28, 2024, provided the reporting person remains employed by the Issuer through the vesting date. |
(2) | Reflects common shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of the restricted common shares described above. |
(3) | "OP Units" represent limited partner interests of RLJ Lodging Trust, L.P., the operating partnership (the "OP") of the Issuer, of which the Issuer is the sole general partner. OP Units are redeemable beginning one year after the date of issuance for cash equal to the then current market value of one common share of the Issuer or, at the election of the Issuer, an equal number of common shares of the Issuer. |
(4) | All of these OP Units are immediately redeemable (subject to certain limitations set forth in the agreement of limited partnership of the OP). OP Units have no expiration date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
JOHNSON ROBERT L C/O RLJ LODGING TRUST 3 BETHESDA METRO CENTER, SUITE 1000 BETHESDA, MD 20814 | X |
| Executive Chairman |
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Signatures
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/s/ Anita Cooke Wells, Attorney-in-Fact | | 6/7/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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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