SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
NATELLI THOMAS A

(Last) (First) (Middle)
C/O PARK HOTELS & RESORTS INC
1775 TYSONS BLVD, 7TH FLOOR

(Street)
TYSONS VA 22102

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/18/2019
3. Issuer Name and Ticker or Trading Symbol
Park Hotels & Resorts Inc. [ PK ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 57,389(1) D
Common Stock 1,570(1) I By The MJN 2011 Receiving Trust
Common Stock 1,570(1) I By The NTN 2011 Receiving Trust
Common Stock 1,570(1) I By The JCN 2011 Receiving Trust
Common Stock 1,570(1) I By The TAN 2011 Receiving Trust
Common Stock 18,840(1) I By LP(2)
Common Stock 6,280(1) I By LLC(3)
Common Stock 6,280(1) I By LLC(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Reflects shares of common stock of Park Hotels & Resorts Inc. (the "Issuer") received by the Reporting Person pursuant to an Agreement and Plan of Merger, dated as of May 5, 2019 (the "Merger Agreement"), by and among the Issuer, PK Domestic Property LLC, an indirect subsidiary of Issuer ("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 Issuer's common stock, par value $0.01, and $11.00 in cash.
2. Shares are owned by a limited partnership, of which the reporting person is a 50% owner and the president of the limited partnership's general partner.
3. Shares are owned by a limited liability company, of which the reporting person is a 50% owner and managing member.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Thomas C. Morey, as Attorney-in-Fact 09/20/2019
** 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 5 (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 Number.