Keith A. Cline - Mar 3, 2022 Form 4 Insider Report for CorePoint Lodging Inc. (CPLG)

Signature
/s/ Mark M. Chloupek, as Attorney-in-fact
Stock symbol
CPLG
Transactions as of
Mar 3, 2022
Transactions value $
-$31,704,476
Form type
4
Date filed
3/7/2022, 03:31 PM
Previous filing
Dec 21, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CPLG Common Stock Disposed to Issuer -$23.7M -1.48M -100% $15.99 0 Mar 3, 2022 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CPLG Restricted Stock Units Award $0 +56.5K +70.5% $0.00 137K Mar 3, 2022 Common Stock 56.5K Direct F2, F3, F4
transaction CPLG Restricted Stock Units Disposed to Issuer -$2.19M -137K -100% $15.99 0 Mar 3, 2022 Common Stock 137K Direct F1, F2, F3, F4
transaction CPLG Restricted Stock Units Award $0 +297K +430.3% $0.00 365K Mar 3, 2022 Common Stock 297K Direct F2, F3, F5
transaction CPLG Restricted Stock Units Disposed to Issuer -$5.84M -365K -100% $15.99 0 Mar 3, 2022 Common Stock 365K Direct F1, F2, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Keith A. Cline is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 Each performance-based Restricted Stock Unit ("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.
F3 Pursuant to the Merger Agreement, PSUs 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 PSU immediately prior to the effective time of the Merger (calculated based on the greater of actual performance achieved through the effective time in accordance with the terms of such PSU, and target level performance), multiplied by the Merger Consideration. PSUs acquired represent additional PSUs deemed earned based on the achievement of actual performance above target level performance through the effective time of the Merger as well as additional PSUs which were not required to be included on prior reports prior to the satisfaction of the performance-based vesting conditions.
F4 Represents PSUs granted in 2019 which were originally scheduled to vest based on the achievement of certain total shareholder return performance conditions for the performance period beginning on March 26, 2019 and ending on the third anniversary thereof.
F5 Represents PSUs granted in 2021 which were originally scheduled to vest based on the achievement of (i) certain total shareholder return performance conditions for the performance period beginning on March 23, 2021 and ending on the third anniversary thereof, and (ii) certain other performance conditions based on the sale of certain specified non-core properties.