Richard F. Wallman - 13 May 2021 Form 4 Insider Report for Extended Stay America, Inc.

Role
Director
Signature
/s/ Christopher Dekle, Attorney-in-Fact for Richard F. Wallman
Issuer symbol
N/A
Transactions as of
13 May 2021
Net transactions value
-$2,076,994
Form type
4
Filing time
21 Jun 2021, 17:26:22 UTC
Previous filing
10 May 2021
Next filing
11 Jun 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction STAY Paired Shares Disposed to Issuer $0 -139,116 -94% $0.000000 8,968 13 May 2021 Direct F1, F2
transaction STAY Paired Shares Disposed to Issuer $168,150 -8,968 -100% $18.75 0 16 Jun 2021 Direct F1, F3
transaction STAY Paired Shares Disposed to Issuer $1,125,094 -60,005 -100% $18.75 0 16 Jun 2021 See footnote F1, F3, F4
transaction STAY Paired Shares Disposed to Issuer $183,750 -9,800 -100% $18.75 0 16 Jun 2021 See footnote F1, F3, F5
transaction STAY Paired Shares Disposed to Issuer $258,750 -13,800 -100% $18.75 0 16 Jun 2021 SpouseIRA F1, F3
transaction STAY Paired Shares Disposed to Issuer $341,250 -18,200 -100% $18.75 0 16 Jun 2021 SpouseSEP F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Richard F. Wallman 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. 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 is a bona fide gift of Paired Shares to the Wallman Family Fund, a Fidelity Charitable donor-advised fund. This is not a market transaction, thus no price has been reported. No value was received for the gifted shares.
F3 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.
F4 These Paired Shares are held through the Richard F. Wallman IRA, an individual retirement account for which he is a fiduciary.
F5 These Paired Shares are held through the Richard F. Wallman SEP, an individual retirement account for which he is a fiduciary.