Christopher J. Nassetta - Mar 2, 2023 Form 4 Insider Report for Hilton Worldwide Holdings Inc. (HLT)

Role
President and Chief Executive Officer, Director
Signature
/s/ Kristin A. Campbell, Attorney-in-Fact
Stock symbol
HLT
Transactions as of
Mar 2, 2023
Transactions value $
-$13,631,669
Form type
4
Date filed
3/6/2023, 04:44 PM
Previous filing
Sep 15, 2022
Next filing
Nov 1, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HLT Common Stock Award $0 +170K +7.04% $0.00 2.59M Mar 2, 2023 Direct F1
transaction HLT Common Stock Award $0 +37.2K +1.44% $0.00 2.63M Mar 2, 2023 Direct F2
transaction HLT Common Stock Tax liability -$13.6M -92.4K -3.51% $147.58 2.54M Mar 3, 2023 Direct F3
holding HLT Common Stock 802K Mar 2, 2023 See Footnote F4

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 HLT Employee Stock Option (right to buy) Award $0 +104K $0.00 104K Mar 2, 2023 Common Stock 104K $146.19 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares earned in connection with the performance-based units previously granted and unreportable on March 3, 2020 (as modified on December 22, 2020) pursuant to the Hilton 2017 Omnibus Incentive Plan. Shares were earned based upon the level of attainment of certain performance objectives and continued employment. These shares fully vested on March 2, 2023 following certification by the issuer's compensation committee.
F2 Represents restricted stock units of the Issuer issued pursuant to the Hilton 2017 Omnibus Incentive Plan, which vest in two equal annual installments beginning on March 3, 2024.
F3 Shares withheld by the Company for the payment of tax liability incident to vesting of restricted stock units and performance share units.
F4 These shares of common stock are held by Harwood Road LLC, a limited liability company. A revocable living trust, of which Mr. Nassetta is the trustee and a beneficiary, serves as the managing member of Harwood Road LLC. 99% of the economic interests in the limited liability company are held by a family trust for the benefit of Mr. Nassetta's children and the remaining 1% is held by the aforementioned living trust. The Reporting Person states that this filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any securities reported herein as indirectly held, and disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein.
F5 The option vests in three equal annual installments beginning on March 3, 2024.

Remarks:

President and Chief Executive Officer