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
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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*
PAULSON & CO. INC.

(Last) (First) (Middle)
1251 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10020

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Extended Stay America, Inc. [ STAY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2015
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
Paired Shares (1) (2) (3) 11/18/2015 S (4) 5,000,000 (4) D $16.64 (4) 42,661,591 I (1) (2) By Managed Funds and Accounts
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
Explanation of Responses:
1. Paulson & Co. Inc. ("Paulson") is an investment advisor registered under the Investment Advisors Act of 1940. Paulson & Co. Inc., and/or its affiliates (collectively, "Paulson") serve as the investment manager of (i) Paulson Advantage, L.P., (ii) Paulson Advantage Ltd., (iii) Paulson Advantage Plus, L.P., (iv) Paulson Advantage Plus II L.P., (v) Paulson Advantage Plus PEQ1 Ltd.,(vi) Paulson Special Situations Fund LP, (vii) Paulson Special Situations PEQ1 Ltd., (viii) PCO EN LLC and (ix) PCO PP LLC (collectively, the "Paired Share Funds").
2. John Paulson is the controlling person of Paulson. All Paired Shares reported on this Form 4 are owned by the Paired Share Funds. Each of Paulson and John Paulson may be deemed to indirectly beneficially own the securities directly owned by the Paired Share Funds. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Act"), the filing of this Form 4 shall not be deemed an admission by any person reporting on this Form 4 that such person, for purposes of Section 16 of the Act or otherwise, is the beneficial owner of any equity securities covered by this Form.
3. Each Paired Share is comprised of one share of common stock, par value $0.01 per share, of Extended Stay America, Inc. and one share of Class B Common Stock, par value $0.01 per share, of ESH Hospitality, Inc., which shares are paired and traded as a single unit. A Form 4 reflecting the holdings of Paired Shares by the Reporting Person shown on this Form 4 has been concurrently filed with respect to ESH Hospitality, Inc. as issuer.
4. In connection with the secondary offering of Paired Shares by certain selling shareholders pursuant to an underwriting agreement (the "Underwriting Agreement") and prospectus supplement, each dated November 12, 2015, the Reporting Person, as a selling shareholder, sold Paired Shares in the amounts shown in the above table. The secondary offering closed on November 18, 2015. This amount represents the $17.25 price to public per Paired Share, less the underwriting discount of $0.61 per Paired Share.
Remarks:
/s/ Stuart L. Merzer, General Counsel & Chief Compliance Officer for Paulson & Co. Inc. 11/20/2015
** 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).
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