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
X
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*
Rivera Sergio

(Last) (First) (Middle)
6262 SUNSET DRIVE

(Street)
MIAMI FL 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & CEO, Pres VO
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)
Code V Amount (A) or (D) Price
Common stock 09/01/2018 D 56,226 D (1) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $0 09/01/2018 A 49,941(2) (5) (5) Common Stock 49,941 $0 0 D
Restricted Stock Units $0 09/01/2018 A 33,295 11/07/2019(7) (7) Common stock 33,295 $0 33,295 D
Restricted Stock Units $0 09/01/2018 D 33,295 (6) (6) Common stock 33,295 $0 0 D
Restricted Stock Units $0 09/01/2018 A 18,575(3) (5) (5) Common stock 18,575 $0 0 D
Restricted Stock Units $0 09/01/2018 A 27,721 02/14/2020(7) (7) Common stock 27,721 $0 27,721 D
Restricted Stock Units $0 09/01/2018 D 27,721 (6) (6) Common stock 27,721 $0 0 D
Retricted Stock Units $0 09/01/2018 A 19,790(4) (5) (5) Common stock 19,790 $0 0 D
Restricted Stock Units $0 09/01/2018 A 19,798 02/20/2021 (7) Common stock 19,798 $0 19,798 D
Restricted Stock Units $0 09/01/2018 D 19,798 (6) (6) Common stock 19,798 $0 0 D
Explanation of Responses:
1. 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, 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.
2. Represents RSUs originally granted on November 7, 2016.
3. Represents RSUs originally granted on February 14, 2017.
4. Represents RSUs originally granted on February 20, 2018.
5. 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.
6. 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.
7. 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
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.