SEC Form 4
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*
GOULD ALICE E

(Last) (First) (Middle)
125 E. JOHN CARPENTER FRWY.
STE. 1650

(Street)
IRVING TX 75062

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CorePoint Lodging Inc. [ CPLG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2022
4. 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 Acquired, Disposed of, or Beneficially Owned
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 03/03/2022 D 20,354(2) D $15.99(1)(2) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Unit (3) 03/03/2022 D(1)(4) 23,924(4) (5) (5) Common Stock 23,924 $15.99(4) 0 D
Deferred Stock Unit (3) 03/03/2022 D(1)(4) 11,004(4) (6) (6) Common Stock 11,004 $15.99(4) 0 D
Restricted Stock Unit (3) 03/03/2022 D(1)(4) 10,031(4) (7) (7) Common Stock 10,031 $15.99(4) 0 D
Explanation of Responses:
1. On March 3, 2022, Cavalier Acquisition Owner LP ("Cavalier") acquired the Issuer pursuant to a certain Agreement and Plan of Merger, by and among the Issuer, Cavalier (as assignee of Cavalier Acquisition JV LP) and Cavalier MergerSub LP, a Delaware limited partnership and a wholly owned subsidiary of Cavalier (as assignee of Cavalier) ("Merger Sub") dated as of November 6, 2021 (as amended, modified or assigned, the "Merger Agreement"). In accordance with the Merger Agreement, the Issuer merged with and into Merger Sub, with Merger Sub surviving such merger as a wholly owned subsidiary of Cavalier (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's Common Stock (other than certain excluded shares) automatically converted into the right to receive $15.99 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.
2. Includes deferred stock units ("DSUs"). Pursuant to the Merger Agreement, each DSU became immediately vested and cancelled and entitled the holder to receive an amount of cash equal to the number of shares of Common Stock subject to such DSU, as applicable, immediately prior to the effective time of the Merger, multiplied by the Merger Consideration.
3. Represents a contingent right to receive one share of the Issuer's Common Stock payable in Common Stock, cash or a combination thereof at the discretion of the Issuer's Compensation Committee.
4. Pursuant to the Merger Agreement, each restricted stock unit ("RSU") and DSU became immediately vested and cancelled and entitled the holder to receive an amount of cash equal to the number of shares of Common Stock subject to such RSU or DSU, as applicable, immediately prior to the effective time of the Merger, multiplied by the Merger Consideration.
5. Represents RSUs granted in 2020 that were fully vested in 2021, and were scheduled to be settled upon earliest to occur of (i) a change in control, (ii) the date of the Reporting Person's termination or (iii) the date of the Issuer's 2023 annual stockholders' meeting (and in no event later than July 1, 2023).
6. Represents DSUs issued to the Reporting Person in 2020 which were fully vested as of the date of grant and were to be settled upon the earliest to occur of (i) a change in control, (ii) the date of the Reporting Person's termination or (iii) the date of the Issuer's 2023 annual stockholders' meeting (and in no event later than July 1, 2023).
7. Represents RSUs granted in 2021, which were originally scheduled to vest in full on the earliest to occur of (i) May 20, 2022, (ii) the date of the Issuer's 2022 annual stockholders' meeting, (iii) the date of the Reporting Issuer's termination as a result of death or disability, or (iv) a change in control.
Remarks:
/s/ Mark M. Chloupek, as Attorney-in-fact 03/07/2022
** 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).
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