0000899243-22-009683.txt : 20220307
0000899243-22-009683.hdr.sgml : 20220307
20220307163124
ACCESSION NUMBER: 0000899243-22-009683
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220303
FILED AS OF DATE: 20220307
DATE AS OF CHANGE: 20220307
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ABRAHAMSON JAMES R
CENTRAL INDEX KEY: 0001201260
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38168
FILM NUMBER: 22718477
MAIL ADDRESS:
STREET 1: C/O MARCUS CORP
STREET 2: 100 EAST WISCONSIN AVE, SUITE 1900
CITY: MILWAUKEE
STATE: WI
ZIP: 53202-4125
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CorePoint Lodging Inc.
CENTRAL INDEX KEY: 0001707178
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 821497742
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 125 E. JOHN CARPENTER FREEWAY
STREET 2: SUITE 1650
CITY: IRVING
STATE: TX
ZIP: 75062
BUSINESS PHONE: 972-893-3199
MAIL ADDRESS:
STREET 1: 125 E. JOHN CARPENTER FREEWAY
STREET 2: SUITE 1650
CITY: IRVING
STATE: TX
ZIP: 75062
FORMER COMPANY:
FORMER CONFORMED NAME: LQ PropCo Inc.
DATE OF NAME CHANGE: 20170519
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-03-03
1
0001707178
CorePoint Lodging Inc.
CPLG
0001201260
ABRAHAMSON JAMES R
125 E. JOHN CARPENTER FRWY.
STE. 1650
IRVING
TX
75062
1
0
0
0
Common Stock
2022-03-03
4
D
0
4158
15.99
D
0
D
Common Stock
2022-03-03
4
D
0
27421
15.99
D
0
I
By Trust
Restricted Stock Unit
2022-03-03
4
D
0
23924
15.99
D
Common Stock
23924
0
D
Deferred Stock Unit
2022-03-03
4
D
0
12698
15.99
D
Common Stock
12698
0
D
Restricted Stock Unit
2022-03-03
4
D
0
10031
15.99
D
Common Stock
10031
0
D
On March 3, 2022, Cavalier Acquisition Owner LP ("Cavalier") acquired the Issuer pursuant to a certain Agreement and Plan of Merger, by and among the Issuer, Cavalier (as assignee of Cavalier Acquisition JV LP) and Cavalier MergerSub LP, a Delaware limited partnership and a wholly owned subsidiary of Cavalier (as assignee of Cavalier) ("Merger Sub") dated as of November 6, 2021 (as amended, modified or assigned, the "Merger Agreement"). In accordance with the Merger Agreement, the Issuer merged with and into Merger Sub, with Merger Sub surviving such merger as a wholly owned subsidiary of Cavalier (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's Common Stock (other than certain excluded shares) automatically converted into the right to receive $15.99 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.
Includes deferred stock units ("DSUs"). Pursuant to the Merger Agreement, each DSU became immediately vested and cancelled and entitled the holder to receive an amount of cash equal to the number of shares of Common Stock subject to such DSU, as applicable, immediately prior to the effective time of the Merger, multiplied by the Merger Consideration.
Reflects securities held by a trust for the benefit of the Reporting Person's family, of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trust, except to the extent of his pecuniary interest therein.
Represents a contingent right to receive one share of the Issuer's Common Stock payable in Common Stock, cash or a combination thereof at the discretion of the Issuer's Compensation Committee.
Pursuant to the Merger Agreement, each restricted stock unit ("RSU") and DSU became immediately vested and cancelled and entitled the holder to receive an amount of cash equal to the number of shares of Common Stock subject to such RSU or DSU, as applicable, immediately prior to the effective time of the Merger, multiplied by the Merger Consideration.
Represents RSUs granted in 2020 that were fully vested in 2021, and were scheduled to be settled upon earliest to occur of (i) a change in control, (ii) the date of the Reporting Person's termination or (iii) the date of the Issuer's 2023 annual stockholders' meeting (and in no event later than July 1, 2023).
Represents DSUs issued to the Reporting Person in 2020 which were fully vested as of the date of grant and were to be settled upon the earliest to occur of (i) a change in control, (ii) the date of the Reporting Person's termination or (iii) the date of the Issuer's 2023 annual stockholders' meeting (and in no event later than July 1, 2023).
Represents RSUs granted in 2021, which were originally scheduled to vest in full on the earliest to occur of (i) May 20, 2022, (ii) the date of the Issuer's 2022 annual stockholders' meeting, (iii) the date of the Reporting Issuer's termination as a result of death or disability, or (iv) a change in control.
/s/ Mark M. Chloupek, as Attorney-in-fact
2022-03-07