A. Bloom Barry - May 27, 2021 Form 4 Insider Report for Xenia Hotels & Resorts, Inc. (XHR)

Role
President and Chief Operating Officer
Signature
/s/ Marcel Verbaas as Attorney-in-Fact
Stock symbol
XHR
Transactions as of
May 27, 2021
Transactions value $
$0
Form type
4
Date filed
5/27/2021, 05:38 PM
Next filing
Nov 12, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XHR Common Stock Options Exercise +328K +1626.4% 348K May 27, 2021 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 XHR LTIP Units Options Exercise -504K -70.17% 214K May 27, 2021 Common Shares 504K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 27, 2021, the Reporting Person converted 503,859 vested LTIP Units, a class of limited partnership units in XHR LP (the "Operating Partnership"), of which the Issuer's wholly-owned subsidiary is the general partner, into common limited partnership units of the Operating Partnership ("Common Units") on a one-for-one basis and subsequently tendered all 503,859 Common Units to the Operating Partnership for redemption. At the Issuer's election, 327,508 of the Common Units were redeemed for an aggregate of 327,508 shares of the Issuer's common stock and 176,351 Common Units were redeemed for cash.
F2 LTIP Units are a class of limited partnership units in the Operating Partnership, of which the Issuer's wholly-owned subsidiary is the general partner. Initially, LTIP Units do not have full parity with Common Units with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership's operating agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LITP Units may be converted into an equal number of Common Units on a one-for-one basis at any time at the request of the Reporting Person or the general partner of the Operating Partnership.
F3 (continued from Footnote 2) Common Units are redeemable for cash based on the fair market value of an equivalent number of shares of the Issuer's common stock, or, at the election of the Issuer, an equal number of shares of the Issuer's common stock, each subject to adjustment in the event of stock splits, specified extraordinary distributions or similar events.

Remarks:

President and Chief Operating Officer