Bruce N. Haase - Jun 16, 2021 Form 4 Insider Report for Extended Stay America, Inc. (STAY)

Signature
Christopher Dekle, Attorney-in-Fact for Bruce N. Haase
Stock symbol
STAY
Transactions as of
Jun 16, 2021
Transactions value $
-$11,331,113
Form type
4
Date filed
6/21/2021, 05:05 PM
Next filing
Nov 19, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction STAY Paired Shares Disposed to Issuer $0 -154K -34.14% $0.00 297K Jun 16, 2021 Direct F1, F2
transaction STAY Paired Shares Award $0 +250K +84.22% $0.00 547K Jun 16, 2021 Direct F1, F3
transaction STAY Paired Shares Disposed to Issuer -$10.3M -547K -100% $18.75 0 Jun 16, 2021 Direct F1, F4
transaction STAY Paired Shares Disposed to Issuer -$1.08M -57.5K -100% $18.75 0 Jun 16, 2021 See Footnote F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Bruce N. Haase is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Each Paired Share is comprised of one share of common stock, par value $0.01 per share, of Extended Stay America, Inc. and one share of Class B common stock, par value $0.01 per share, of ESH Hospitality, Inc., which shares are paired and traded as a single unit. A Form 4 reflecting the transactions in Paired Shares by the reporting person shown on this Form 4 has been concurrently filed with respect to ESH Hospitality, Inc. as issuer. This Form 4 is being filed in connection with the merger ("Merger") of a wholly-owned subsidiary of Eagle Parent Holdings L.P. ("Eagle") with and into the Issuer, pursuant to the terms of the certain Agreement and Plan of Merger, dated as of March 14, 2021 (the "Merger Agreement"), between the Issuer and Eagle. The Merger closed on June 16, 2021.
F2 The reported transaction represents the forfeiture of a number of Paired Shares underlying unvested base compensation restricted stock units that were granted to Mr. Haase in accordance with the terms of the offer letters entered into between Mr. Haase and Extended Stay America, Inc., each dated as of November 22, 2019 and February 8, 2021. Pursuant to the offer letters, 137,108 Paired Shares underlying vested restricted stock units will be settled and cashed out for the right to receive merger consideration, and 153,888 paired shares underlying unvested restricted stock units will be forfeited for no consideration, in each case upon the completion of the merger ("Merger") of a wholly-owned subsidiary of Eagle Parent Holdings L.P. ("Eagle") with and into the issuer, effective June 16, 2021.
F3 Reflects performance-based restricted stock units previously awarded to the reporting person that vested and settled into Paired Shares pursuant to the terms of the Merger Agreement.
F4 Each Paired Share held directly or indirectly by the reporting person at the effective time of the Merger was disposed of for $18.75 in cash, pursuant to the terms of the Merger Agreement. This price does not include the special dividend of $1.75 per Paired Share that the reporting person has the right to receive in connection with the consummation of the Merger.
F5 These Paired Shares are held through the Bruce Nelson Haase Charles Schwab & Co. Inc. Cust IRA Rollover, an individual retirement account for which the reporting person is a fiduciary.

Remarks:

Mr. Haase is the President and Chief Executive Officer of Extended Stay America, Inc. and ESH Hospitality, Inc.