SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HOLMES STEPHEN P
(Last) (First) (Middle)
C/O WYNDHAM WORLDWIDE CORPORATION
SEVEN SYLVAN WAY
(Street)
PARSIPPANY NJ 07054
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WYNDHAM WORLDWIDE CORP [ WYN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, Pres, and CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/31/2006 J 59,383(1)(2) A $0 59,383 D
Common Stock 07/31/2006 J 3,394 A $0 3,394 I by children
Common Stock 07/31/2006 J 22,000 A $0 22,000 I by charitable trust
Common Stock 07/31/2006 J 43,357(3) A $0 43,357 D
Common Stock 08/01/2006 A 78,493(4) A $0 78,493 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Settled Stock Appreciation Right $31.85 08/01/2006 A 179,726(5) 05/02/2007 05/02/2016 Common Stock 179,726 $0 179,726 D
Employee Stock Options(6) $20.6189 08/01/2006 J 18,829 08/01/2006 04/30/2007 Common Stock 18,829 $0 18,829 D
Employee Stock Options(6) $42.0257 08/01/2006 J 43,360 08/01/2006 12/17/2007 Common Stock 43,360 $0 43,360 D
Employee Stock Options(6) $42.0257 08/01/2006 J 66,931 08/01/2006 10/14/2008 Common Stock 66,931 $0 66,931 D
Employee Stock Options(6) $20.6189 08/01/2006 J 70,271 08/01/2006 12/17/2007 Common Stock 70,271 $0 70,271 D
Employee Stock Options(6) $37.5605 08/01/2006 J 125,098 08/01/2006 04/21/2009 Common Stock 125,098 $0 125,098 D
Employee Stock Options(6) $46.4384 08/01/2006 J 105,030 08/01/2006 01/13/2010 Common Stock 105,030 $0 105,030 D
Employee Stock Options(6) $19.7784 08/01/2006 J 208,498 08/01/2006 01/03/2011 Common Stock 208,498 $0 208,498 D
Employee Stock Options(6) $40.0295 08/01/2006 J 12,162 08/01/2006 01/22/2012 Common Stock 12,162 $0 12,162 D
Employee Stock Options(6) $40.0295 08/01/2006 J 24,324 08/01/2006 01/22/2012 Common Stock 24,324 $0 24,324 D
Explanation of Responses:
1. Received shares as part of the pro rata distribution of shares of Wyndham Worldwide Corporation by Cendant Corporation to its stockholders (the "Distribution").
2. Includes 18,125 shares held in a non-qualified deferred compensation plan.
3. Consists of restricted stock units granted under the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan based upon the equitable adjustment of awards made under Cendant Corporation's equity plans in connection with Wyndham Worldwide Corporation's separation from Cendant Corporation on July 31, 2006. All of the restricted stock units vest on August 15, 2006 (assuming the reporting person remains employed by Wyndham Worldwide Corporation through such date), which is the 15th day following the July 31, 2006 simultaneous distribution of Realogy Corporation and Wyndham Worldwide Corporation from Cendant Corporation. The reporting person will be entitled to receive one share of common stock for each vested restricted stock unit.
4. Consists of restricted stock units granted under the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan. The units vest in four equal installments on each of the first four anniversaries of May 2, 2006, subject to the reporting person's continued employment. The reporting person will receive one share of common stock for each vested restricted stock unit.
5. Consists of SSARS granted under the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan. The SSARs vest in four equal installments on each of the first four anniversaries of May 2, 2006, subject to the reporting person's continued employment, and confer upon the reporting person the right to receive an amount, in common stock, equal to the excess of the fair market value of a share of common stock on the date of exercise over the exercise price of the SSAR.
6. All stock options listed in Table II were issued under the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan pursuant to the equitable adjustment of awards made under Cendant Corporation's equity plans in connection with the Distribution. All options listed in Table II are fully exercisable.
/s/ Lynn A. Feldman as Attorney-in-Fact for Stephen P. Holmes 08/02/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.