Daniel E. Swanstrom II - Dec 17, 2021 Form 4 Insider Report for CorePoint Lodging Inc. (CPLG)

Role: EVP and CFO
Signature: /s/ Mark M. Chloupek, as Attorney-in-fact
Stock symbol: CPLG
Transactions as of: Dec 17, 2021
Transactions value $: -$1,505,943
Form type: 4
Date filed: 12/21/2021, 07:46 PM
Previous filing: Dec 16, 2021
Next filing: Mar 7, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CPLG	Common Stock	Options Exercise		+124K	+52.82%		358K	Dec 17, 2021	Direct	F1, F2, F3
transaction	CPLG	Common Stock	Award	$0	+124K	+34.56%	$0.00	482K	Dec 17, 2021	Direct	F1, F2
transaction	CPLG	Common Stock	Tax liability	-$1.51M	-97.3K	-20.21%	$15.47	384K	Dec 17, 2021	Direct	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	CPLG	Restricted Stock Units	Options Exercise	$0	-70.7K	-100%	$0.00^*	0	Dec 17, 2021	Common Stock	124K		Direct	F1, F2, F3, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	In connection with the anticipated transactions contemplated by the Agreement and Plan of Merger whereby the Issuer will be acquired by a joint venture between affiliates of Highgate and Cerberus Capital Management, L.P., the Board of Directors of the Issuer accelerated the payment of certain equity awards granted on March 25, 2020 in connection with certain tax-planning actions to mitigate adverse tax consequences of Section 280G and Section 4999 of the Internal Revenue Code of 1986 (as amended). The accelerated settlement is contingent upon the Reporting Person's agreement to repay accelerated compensation amounts if the Reporting Person voluntarily resigns prior to the earlier of the closing of the merger and the originally scheduled vesting or settlement date (as applicable).
F2	The performance-based restricted stock units granted to the Reporting Person on March 25, 2020 ("PSUs") vested with such vesting determined based on achievement of maximum performance. Of the total award of 141,362 PSUs, 70,681 PSUs subject to vesting based on achievement of certain absolute total shareholder return had previously been reported on a Form 4 filed by the Reporting Person on March 26, 2020, which PSUs were settled into 123,692 shares of Common Stock, and an additional 70,681 PSUs subject to vesting based on achievement of certain relative total shareholder return vested into 123,692 shares of Common Stock.
F3	Each 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.
F4	The shares reported were withheld from the shares deliverable upon vesting of the PSUs to satisfy tax withholding requirements.
F5	These PSUs were scheduled to vest based on the Issuer's absolute total shareholder return over a three-year performance period beginning on March 25, 2020 and ending on the third anniversary thereof, subject to accelerated vesting upon certain events. The number of PSUs reported represents the target number awarded on the grant date. The number that would be received upon vesting, if any, may vary from 0% to 175% of the target number shown.