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^*

MCKEIRNAN THOMAS L

(Last)

(First)

(Middle)

201 W. NORTH RIVER DR. STE 100

(Street)

SPOKANE

99201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Red Lion Hotels CORP [ RLH ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. V.P. & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2012

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	10/31/2012		M⁽¹⁾		25,000	A	$5.1	98,740⁽²⁾	D
Common Stock	10/31/2012		M⁽¹⁾		10,451	A	$5.98	109,191⁽²⁾	D
Common Stock	10/31/2012		S⁽¹⁾		35,451	D	$6.75	73,740⁽²⁾	D
Common Stock								295	I	Held in 401(k) Account

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)
Employee Stock Option - Right to Buy	$5.1	10/31/2012		M⁽¹⁾			25,000	⁽³⁾	11/19/2014	Common Stock	25,000	$0.00	0	D
Employee Stock Option - Right to Buy	$5.98	10/31/2012		M⁽¹⁾			10,451	⁽⁴⁾	07/01/2013	Common Stock	10,451	$0.00	0	D

Explanation of Responses:

1. These transactions were cashless exercises of two stock options that occurred automatically pursuant to the terms of the reporting person's written plan for trading securities under SEC Rule 10b5-1(c). These transactions resulted in the issuer's receipt of the aggregate exercise price of $189,997 for the shares that were acquired. If not exercised, one of the options would have expired on or before July 1, 2013 and the other would have expired on or before November 19, 2014.

2. Includes shares acquired through Red Lion Hotels Corporation Employee Stock Purchase Plan through the period ended on June 30, 2012. The amount also includes total number of restricted stock units held.

3. This option vested in 3 installments: 25% vested on February 16, 2007, 25% vested on November 19, 2008 and 50% vested on November 19, 2009.

4. This option vested in 2 installments: 75% vested on December 31, 2006 and 25% vested on June 19, 2007.

Remarks:

	/s/ Julie Langenheim, Attorney-in-fact	11/02/2012
	** 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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