0001616000-24-000024.txt : 20240227
0001616000-24-000024.hdr.sgml : 20240227
20240227164508
ACCESSION NUMBER: 0001616000-24-000024
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240223
FILED AS OF DATE: 20240227
DATE AS OF CHANGE: 20240227
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Johnson Joseph T
CENTRAL INDEX KEY: 0001390792
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36594
FILM NUMBER: 24687773
MAIL ADDRESS:
STREET 1: 200 S. ORANGE AVENUE, SUITE 2700
CITY: ORLANDO
STATE: FL
ZIP: 32801
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Xenia Hotels & Resorts, Inc.
CENTRAL INDEX KEY: 0001616000
STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011]
ORGANIZATION NAME: 05 Real Estate & Construction
IRS NUMBER: 200141677
STATE OF INCORPORATION: FL
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 200 S. ORANGE AVENUE, SUITE 2700
CITY: ORLANDO
STATE: FL
ZIP: 32801
BUSINESS PHONE: 407-246-8100
MAIL ADDRESS:
STREET 1: 200 S. ORANGE AVENUE, SUITE 2700
CITY: ORLANDO
STATE: FL
ZIP: 32801
4
1
wk-form4_1709070298.xml
FORM 4
X0508
4
2024-02-23
0
0001616000
Xenia Hotels & Resorts, Inc.
XHR
0001390792
Johnson Joseph T
C/O XENIA HOTELS & RESORTS, INC.
200 S. ORANGE AVENUE, SUITE 2700
ORLANDO
FL
32801
0
1
0
0
See Remarks
0
LTIP Units
2024-02-23
4
A
0
10827
A
Common Shares
10827
34580
D
LTIP Units are a class of limited partnership units in XHR LP (the "Operating Partnership"), of which the Issuer's wholly-owned subsidiary is the general partner. Initially, the LTIP Units do not have full parity with common limited partnership units of the Operating Partnership ("Common Units") with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units may be converted into an equal number of Common Units on a one for one basis at any time at the request of the Reporting Person or the general partner of the Operating Partnership.
(continued from Footnote 1) Common Units are redeemable for cash based on the fair market value of an equivalent number of shares of the Issuer's common stock, or, at the election of the Issuer, an equal number of shares of the Issuer's common stock, each subject to adjustment in the event of stock splits, specified extraordinary distributions or similar events.
The LTIP Units issued pursuant to the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan vest 33% on March 2, 2025, 33% on March 2, 2026 and 34% on March 2, 2027, subject to earlier vesting upon certain terminations of the Reporting Person's employment or a change of control of the Issuer, in each case as described in the award agreement.
Senior Vice President and Chief Accounting Officer
/s/ Marcel Verbaas as Attorney-in-Fact
2024-02-27