0001179110-18-011111.txt : 20180904 0001179110-18-011111.hdr.sgml : 20180904 20180904201506 ACCESSION NUMBER: 0001179110-18-011111 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180901 FILED AS OF DATE: 20180904 DATE AS OF CHANGE: 20180904 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NASH CRAIG M CENTRAL INDEX KEY: 0001441010 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34062 FILM NUMBER: 181053666 MAIL ADDRESS: STREET 1: C/O INTERVAL LEISURE GROUP, INC. STREET 2: 6262 SUNSET DRIVE CITY: MIAMI STATE: FL ZIP: 33143 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ILG, LLC CENTRAL INDEX KEY: 0001434620 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6262 SUNSET DRIVE CITY: MIAMI STATE: FL ZIP: 33143 BUSINESS PHONE: (305) 666-1861 MAIL ADDRESS: STREET 1: 6262 SUNSET DRIVE CITY: MIAMI STATE: FL ZIP: 33143 FORMER COMPANY: FORMER CONFORMED NAME: ILG, Inc. DATE OF NAME CHANGE: 20161014 FORMER COMPANY: FORMER CONFORMED NAME: Interval Leisure Group, Inc. DATE OF NAME CHANGE: 20080507 4 1 edgar.xml FORM 4 - X0306 4 2018-09-01 1 0001434620 ILG, LLC ILG 0001441010 NASH CRAIG M 6262 SUNSET DRIVE MIAMI FL 33143 1 1 0 0 Chairman, CEO and Pres. Common stock 2018-09-01 4 D 0 1151858 D 0 D Restricted Stock Units 0 2018-09-01 4 D 0 18698 0 D Common Stock 18698 0 D Restricted stock unit 0 2018-09-01 4 A 0 42330 0 A 2019-02-23 Common stock 42330 42330 D Restricted stock units 0 2018-09-01 4 D 0 42330 0 D Common stock 42330 0 D Retricted Stock Units 0 2018-09-01 4 D 0 63500 0 D Common stock 63500 0 D Restricted stock unit 0 2018-09-01 4 A 0 92859 0 A 2019-05-12 Common stock 92859 92859 D Restricted stock units 0 2018-09-01 4 D 0 92859 0 D Common stock 92859 0 D Restricted stock units 0 2018-09-01 4 D 0 92859 0 D Common stock 92859 0 D Restricted Stock Units 0 2018-09-01 4 D 0 52007 0 D Common stock 52007 0 D Restricted stock units 0 2018-09-01 4 A 0 77619 0 A 2020-02-14 Common stock 77619 77619 D Restricted stock unit 0 2018-09-01 4 D 0 77619 0 D Common stock 77619 0 D Retricted Stock Units 0 2018-09-01 4 D 0 49496 0 D Common stock 49496 0 D Restricted Stock Units 0 2018-09-01 4 A 0 49495 0 A 2021-02-21 Common stock 49495 49496 D Restricted stock units 0 2018-09-01 4 D 0 49495 0 D Common stock 49495 0 D Represents RSUs originally granted on February 24, 2015. Represents RSUs originally granted on February 23, 2016. Represents RSUs originally granted on May 12, 2016. Represents RSUs originally granted on February 14, 2017. Represents RSUs originally granted on February 20, 2018. Pursuant to the Agreement and Plan of Merger, dated as of April 30, 2018 (the "Merger Agreement"), among ILG, Inc. (the "Company"), Marriott Vacations Worldwide Corporation ("MVW"), Ignite Holdco, Inc., Ignite Holdco Subsidiary, Inc., Volt Merger Sub, Inc. and Volt Merger Sub, LLC, each share of the Company's common stock, par value $0.01 per share ("ILG Common Stock"), was converted into the right to receive 0.165 shares of MVW's common stock, par value $0.01 per share ("MVW Common Stock"), and $14.75 in cash. Pursuant to the Merger Agreement, through a series of transactions, each outstanding restricted stock unit ("RSU") was converted into the right to receive (A) an RSU of MVW with respect to the number of shares of MVW Common Stock, rounded up or down to the nearest share, determined by multiplying the number of shares (the "RSU Share Number") of ILG Common Stock subject to the original RSU by 0.165, subject to the same terms and conditions (including vesting conditions) as the original RSU and (B) a cash award in an amount determined by multiplying the RSU Share Number by $14.75, subject to the same vesting conditions as the original RSU. Pursuant to the Merger Agreement, each outstanding performance-based restricted stock unit ("PSU") was converted into the right to receive (A) an RSU of MVW with respect to the number of shares of MVW Common Stock, rounded up or down to the nearest share, determined by multiplying the number of shares (the "PSU Share Number") of ILG Common Stock subject to the original PSU assuming achievement of applicable performance goals at target level by 0.165, subject to the same terms and conditions (including vesting conditions other than performance criteria) as the original PSU and (B) a cash award in an amount determined by multiplying the PSU Share Number by $14.75, subject to the same vesting conditions (other than performance criteria) as the original PSU. Represents performance share awards deemed earned at target pursuant to the Merger Agreement. /s/ Michele L. Keusch, attorney-in-fact 2018-09-04