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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Red Lion Hotels CORP [ RLH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/31/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, par value $0.01 per share | 10/31/2016 | P | 0(1) | A | $7.9(2) | 0(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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. As described in additional detail below, the reporting person acquired Section 13 beneficial ownership of 500,000 shares of Common Stock, but has no pecuniary interest in those shares and therefore has not acquired them for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). Following this acquisition, the reporting person had Section 13 beneficial ownership of 3,738,401 shares of Common Stock but had no pecuniary interest in those shares and therefore no beneficial ownership for the purposes of Section 16. |
2. The reporting person acquired these shares on behalf of HNA RLH Investments LLC from Columbia Pacific Opportunity Fund, L.P., a Washington limited partnership, for a purchase price of $7.90 per share, pursuant to a stock purchase agreement dated as of October 31, 2016. |
Remarks: |
HNA Investment Management LLC (the "Manager") has been contractually delegated all authority to acquire, vote and dispose of the shares (the "Shares") of Common Stock of Red Lion Hotels Corporation (the "Issuer"). The Shares are held directly by HNA RLH Investments LLC ("HNA RLH"), which is a wholly-owned, indirect subsidiary of HNA Group Co., Ltd. HNA RLH retains the entire pecuniary interest in the Shares, and the Manager does not receive a performance-based fee for its services. Accordingly, the Manager, while considered a 10% shareholder of the Issuer, does not beneficially own any shares for the purposes of Section 16. The Manager has elected to make this filing for informational purposes only. |
/s/ Enrico Marini Fichera, as member | 11/02/2016 | |
** 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. |