Michael G. Medzigian - Oct 21, 2022 Form 4 Insider Report for Watermark Lodging Trust, Inc. (NONE)

Signature
/s/ Elizabeth D Van Aken, Attorney-in-fact
Stock symbol
NONE
Transactions as of
Oct 21, 2022
Transactions value $
-$29,151,188
Form type
4
Date filed
10/25/2022, 04:21 PM
Previous filing
Apr 14, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NONE Class A Common Stock Award $0 +65.7K +6.47% $0.00 1.08M Oct 21, 2022 By Watermark Capital Partners LLC F3
transaction NONE Class A Common Stock Award $0 +121K +11.18% $0.00 1.2M Oct 21, 2022 By Watermark Capital Partners LLC F4
transaction NONE Class A Common Stock Award $0 +417K +34.69% $0.00 1.62M Oct 21, 2022 By Watermark Capital Partners LLC F4
transaction NONE Class A Common Stock Disposed to Issuer -$1.82M -269K -100% $6.77* 0 Oct 21, 2022 By Michael G. Medzigian Revocable Trust F5
transaction NONE Class A Common Stock Disposed to Issuer -$11M -1.62M -100% $6.77* 0 Oct 21, 2022 By Watermark Capital Partners LLC F5, F6
holding NONE Class A Common Stock 269K Oct 21, 2022 By Michael G. Medzigian Revocable Trust F1
holding NONE Class A Common Stock 1.02M Oct 21, 2022 By Watermark Capital Partners LLC F1, F2

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 NONE OP Units Disposed to Issuer -$16.4M -2.42M -100% $6.77* 0 Oct 21, 2022 Class A Common Stock 2.42M By Watermark Capital Partners LLC F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael G. Medzigian is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Subsequent to the Reporting Person's last Form 4 filed on April 14, 2022, the Reporting Person transferred 71,844.873 shares of WLT's Class A Common Stock from a trust to another account, in both of which the Reporting Person holds a pecuniary interest.
F2 Subsequent to the Reporting Person's last Form 4 filed on April 14, 2022, the Reporting Person transferred 944,450.119 shares of WLT's Class A Common Stock from a directly-owned account to an account in which the Reporting Person holds a precuniary interest.
F3 Represents the vesting of performance-based RSU's in accordance with the Reporting Person's employment agreement with WLT.
F4 Represents the vesting of performance-based RSU's upon the Company Merger Effective Time.
F5 Pursuant to the Merger Agreement dated May 6, 2022, at the Company Merger Effective Time, each outstanding share of Class A Common Stock, par value $0.001 per share, of the Company ("Company A Share"), was automatically converted into the right to receive an amount in cash equal to $6.768, without interest. As of the Company Merger Effective Time, all Company A Shares issued and outstanding immediately prior to the Company Merger Effective Time are no longer outstanding and were automatically cancelled and cease to exist.
F6 Pursuant to the Merger Agreement, effective immediately prior to the Company Merger Effective Time, each award of restricted stock units (whether vested or unvested) (each, a "Company RSU Award") that is outstanding immediately prior to the Company Merger Effective Time was cancelled, with the holder of each such Company RSU Award becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash equal to (i) the number of Company A Shares subject to the Company RSU Award immediately prior to the Company Merger Effective Time multiplied by (ii) the Per Company A Share Merger Consideration (less any applicable income and employment withholding Taxes) of $6.768 per share.
F7 The OP Units were convertible for a number of shares of Class A Common Stock of equivalent value. In the Partnership Merger, each OP Unit was cancelled and converted into the right to receive $6.768 per unit in cash.