0000895345-21-000596.txt : 20210621 0000895345-21-000596.hdr.sgml : 20210621 20210621170537 ACCESSION NUMBER: 0000895345-21-000596 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210616 FILED AS OF DATE: 20210621 DATE AS OF CHANGE: 20210621 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HAASE BRUCE N CENTRAL INDEX KEY: 0001127738 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36190 FILM NUMBER: 211031652 MAIL ADDRESS: STREET 1: C/O CHOICE HOTELS INTERNATIONAL INC STREET 2: 10750 COLUMBIA PIKE CITY: SILVER SPRING STATE: MD ZIP: 20901 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Extended Stay America, Inc. CENTRAL INDEX KEY: 0001581164 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 463140312 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11525 N. COMMUNITY HOUSE ROAD, SUITE 100 CITY: CHARLOTTE STATE: NC ZIP: 28277 BUSINESS PHONE: (980) 345-1600 MAIL ADDRESS: STREET 1: 11525 N. COMMUNITY HOUSE ROAD, SUITE 100 CITY: CHARLOTTE STATE: NC ZIP: 28277 4 1 form4.xml X0306 4 2021-06-16 true 0001581164 Extended Stay America, Inc. STAY 0001127738 HAASE BRUCE N C/O EXTENDED STAY AMERICA, INC. 11525 N. COMMUNITY HOUSE ROAD, SUITE 100 CHARLOTTE NC 28277 true true See Remarks Paired Shares 2021-06-16 4 D 0 153888 0 D 296826 D Paired Shares 2021-06-16 4 A 0 250000 0 A 546826 D Paired Shares 2021-06-16 4 D 0 546826 18.75 D 0 D Paired Shares 2021-06-16 4 D 0 57500 18.75 D 0 I See Footnote 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 transactions in Paired Shares by the reporting person shown on this Form 4 has been concurrently filed with respect to ESH Hospitality, Inc. as issuer. This Form 4 is being filed in connection with the merger ("Merger") of a wholly-owned subsidiary of Eagle Parent Holdings L.P. ("Eagle") with and into the Issuer, pursuant to the terms of the certain Agreement and Plan of Merger, dated as of March 14, 2021 (the "Merger Agreement"), between the Issuer and Eagle. The Merger closed on June 16, 2021. The reported transaction represents the forfeiture of a number of Paired Shares underlying unvested base compensation restricted stock units that were granted to Mr. Haase in accordance with the terms of the offer letters entered into between Mr. Haase and Extended Stay America, Inc., each dated as of November 22, 2019 and February 8, 2021. Pursuant to the offer letters, 137,108 Paired Shares underlying vested restricted stock units will be settled and cashed out for the right to receive merger consideration, and 153,888 paired shares underlying unvested restricted stock units will be forfeited for no consideration, in each case upon the completion of the merger ("Merger") of a wholly-owned subsidiary of Eagle Parent Holdings L.P. ("Eagle") with and into the issuer, effective June 16, 2021. Reflects performance-based restricted stock units previously awarded to the reporting person that vested and settled into Paired Shares pursuant to the terms of the Merger Agreement. Each Paired Share held directly or indirectly by the reporting person at the effective time of the Merger was disposed of for $18.75 in cash, pursuant to the terms of the Merger Agreement. This price does not include the special dividend of $1.75 per Paired Share that the reporting person has the right to receive in connection with the consummation of the Merger. These Paired Shares are held through the Bruce Nelson Haase Charles Schwab & Co. Inc. Cust IRA Rollover, an individual retirement account for which the reporting person is a fiduciary. Mr. Haase is the President and Chief Executive Officer of Extended Stay America, Inc. and ESH Hospitality, Inc. Christopher Dekle, Attorney-in-Fact for Bruce N. Haase 2021-06-21