| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CorePoint Lodging Inc. [ CPLG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/17/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/17/2021 | M(1)(2) | 123,692(2) | A | (3) | 448,075 | D | |||
| Common Stock | 12/17/2021 | A(1)(2) | 123,692(2) | A | $0 | 571,767 | D | |||
| Common Stock | 12/17/2021 | F | 97,346(4) | D | $15.47 | 474,421 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Restricted Stock Units | (3) | 12/17/2021 | M(1)(2) | 70,681 | (5) | (5) | Common Stock | 123,692(2) | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. 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). |
| 2. 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 141,362 PSUs, 70,681 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 123,692 shares of Common Stock, and an additional 70,681 PSUs subject to vesting based on achievement of certain relative total shareholder return vested into 123,692 shares of Common Stock. |
| 3. 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. |
| 4. The shares reported were withheld from the shares deliverable upon vesting of the PSUs to satisfy tax withholding requirements. |
| 5. 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. |
| Remarks: |
| Title: EVP, Secretary and General Counsel |
| /s/ Mark M. Chloupek | 12/21/2021 | |
| ** 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 Number. | ||