SEC FORM 4

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^*

HARVEY WILLIAM L

(Last)

(First)

(Middle)

6262 SUNSET DRIVE

(Street)

MIAMI

33143

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ILG, LLC [ ILG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	09/01/2018		D		233,955	D	⁽⁶⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0	09/01/2018		D			4,043⁽¹⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	4,043	$0	0	D
Restricted stock unit	$0	09/01/2018		A		9,152		⁽⁹⁾	02/23/2019	Common stock	9,152	$0	9,152	D
Restricted stock units	$0	09/01/2018		D			9,152	⁽⁸⁾	⁽⁸⁾	Common stock	9,152	$0	0	D
Retricted Stock Units	$0	09/01/2018		D			13,733⁽²⁾	⁽⁷⁾	⁽⁷⁾	Common stock	13,733	$0	0	D
Restricted stock unit	$0	09/01/2018		A		37,143		⁽⁹⁾	05/12/2019	Common stock	37,143	$0	37,143	D
Restricted stock units	$0	09/01/2018		D			37,143	⁽⁸⁾	⁽⁸⁾	Common stock	37,143	$0	0	D
Restricted stock units	$0	09/01/2018		D			37,144⁽³⁾	⁽⁷⁾	⁽⁷⁾	Common stock	37,144	$0	0	D
Restricted Stock Units	$0	09/01/2018		D			11,146⁽⁴⁾	⁽⁸⁾	⁽⁸⁾	Common stock	11,146	$0	0	D
Restricted stock units	$0	09/01/2018		A		16,632		⁽⁹⁾	02/14/2020	Common stock	16,632	$0	16,632	D
Restricted stock unit	$0	09/01/2018		D			16,632	⁽⁸⁾	⁽⁸⁾	Common stock	16,632	$0	0	D
Retricted Stock Units	$0	09/01/2018		D			11,549⁽⁵⁾	⁽⁷⁾	⁽⁷⁾	Common stock	11,549	$0	0	D
Restricted Stock Units	$0	09/01/2018		A		11,548		⁽⁹⁾	02/20/2021	Common stock	11,548	$0	11,548	D
Restricted stock units	$0	09/01/2018		D			11,548	⁽⁸⁾	⁽⁸⁾	Common stock	11,548	$0	0	D

Explanation of Responses:

1. Represents RSUs originally granted on February 24, 2015.

2. Represents RSUs originally granted on February 23, 2016.

3. Represents RSUs originally granted on May 12, 2016.

4. Represents RSUs originally granted on February 14, 2017.

5. Represents RSUs originally granted on February 20, 2018.

6. . Pursuant to the Agreement and Plan of Merger, dated as of April 30, 2018 (the "Merger Agreement"), among ILG, Inc. (the "Company"), Marriott Vacations Worldwide Corporation ("MVW"), Ignite Holdco, Inc., Ignite Holdco Subsidiary, Inc., Volt Merger Sub, Inc. and Volt Merger Sub, LLC, on [August 31, 2018], through a series of transactions, each share of the Company's common stock, par value $0.01 per share ("ILG Common Stock"), was converted into the right to receive 0.165 shares of MVW's common stock, par value $0.01 per share ("MVW Common Stock"), and $14.75 in cash.

7. Pursuant to the Merger Agreement, through a series of transactions, each outstanding restricted stock unit ("RSU") was converted into the right to receive (A) an RSU of MVW with respect to the number of shares of MVW Common Stock, rounded up or down to the nearest share, determined by multiplying the number of shares (the "RSU Share Number") of ILG Common Stock subject to the original RSU by 0.165, subject to the same terms and conditions (including vesting conditions) as the original RSU and (B) a cash award in an amount determined by multiplying the RSU Share Number by $14.75, subject to the same vesting conditions as the original RSU.

8. Pursuant to the Merger Agreement, each outstanding performance-based restricted stock unit ("PSU") was converted into the right to receive (A) an RSU of MVW with respect to the number of shares of MVW Common Stock, rounded up or down to the nearest share, determined by multiplying the number of shares (the "PSU Share Number") of ILG Common Stock subject to the original PSU assuming achievement of applicable performance goals at target level by 0.165, subject to the same terms and conditions (including vesting conditions other than performance criteria) as the original PSU and (B) a cash award in an amount determined by multiplying the PSU Share Number by $14.75, subject to the same vesting conditions (other than performance criteria) as the original PSU.

9. Represents performance share awards deemed earned at target pursuant to the Merger Agreement.

	/s/ Michele L. Keusch, attorney-in-fact	09/04/2018
	** Signature of Reporting Person	Date
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