0000899243-18-014772.txt : 20180601 0000899243-18-014772.hdr.sgml : 20180601 20180601185918 ACCESSION NUMBER: 0000899243-18-014772 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180530 FILED AS OF DATE: 20180601 DATE AS OF CHANGE: 20180601 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shah Mitesh B. CENTRAL INDEX KEY: 0001602133 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36412 FILM NUMBER: 18876537 MAIL ADDRESS: STREET 1: LA QUINTA HOLDINGS INC. STREET 2: 909 HIDDEN RIDGE, SUITE 600 CITY: IRVING STATE: TX ZIP: 75038 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: La Quinta Holdings Inc. CENTRAL INDEX KEY: 0001594617 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 901032961 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 909 HIDDEN RIDGE STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75038 BUSINESS PHONE: (214)492-6600 MAIL ADDRESS: STREET 1: 909 HIDDEN RIDGE STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75038 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-05-30 1 0001594617 La Quinta Holdings Inc. LQ 0001602133 Shah Mitesh B. C/O LA QUINTA HOLDINGS INC. 909 HIDDEN RIDGE, SUITE 600 IRVING TX 75038 1 0 0 0 Common Stock 2018-05-30 4 D 0 7410 16.80 D 0 D Restricted Stock Units 2018-05-30 4 D 0 686 16.80 D Common Stock 686 0 D Restricted Stock Units 2018-05-30 4 D 0 377 16.80 D Common Stock 377 0 D Restricted Stock Units 2018-05-30 4 D 0 4356 16.80 D Common Stock 4356 0 D Restricted Stock Units 2018-05-30 4 D 0 5249 16.80 D Common Stock 5249 0 D On May 30, 2018, Wyndham Worldwide Corporation, a Delaware corporation ("Buyer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and WHG BB Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of January 17, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger"). This amount reflects the number of securities after giving effect to the 1:2 reverse stock split (the "Reverse Stock Split") effective immediately prior to the effective time of the Merger (the "Effective Time"). At the Effective Time, each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $16.80 in cash per share after giving effect to the Reverse Stock Split, without interest and after giving effect to any required withholding taxes (the "Merger Consideration"). Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock. These RSUs were to vest on June 11, 2018. Immediately prior to the Effective Time, each outstanding RSU automatically vested and was cancelled, and the holder received for each RSU an amount in cash, less any applicable withholding taxes, equal to the product of (i) the number of shares of Issuer common stock subject to the RSU multiplied by (ii) the Merger Consideration. These RSUs were to vest on July 24, 2018. These RSUs were to vest in two equal annual installments on June 11, 2018 and June 11, 2019. These RSUs were to vest in three equal annual installments on June 11, 2018, June 11, 2019 and June 11, 2020. /s/ Mark M. Chloupek, as Attorney-in-fact 2018-06-01