| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NONE | Paired Shares | Disposed to Issuer | $0 | -154K | -34.14% | $0.00 | 297K | Jun 16, 2021 | Direct | F1, F2 |
| transaction | NONE | Paired Shares | Award | $0 | +250K | +84.22% | $0.00 | 547K | Jun 16, 2021 | Direct | F1, F3 |
| transaction | NONE | Paired Shares | Disposed to Issuer | -$10.3M | -547K | -100% | $18.75* | 0 | Jun 16, 2021 | Direct | F1, F4 |
| transaction | NONE | Paired Shares | Disposed to Issuer | -$1.08M | -57.5K | -100% | $18.75* | 0 | Jun 16, 2021 | See Footnote | F1, F4, F5 |
Bruce N. Haase is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 Extended Stay America, 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. |
Mr. Haase is the President and Chief Executive Officer of Extended Stay America, Inc. and ESH Hospitality, Inc.