X0306 4 2015-02-04 0 0001616000 Xenia Hotels & Resorts, Inc. XHR 0001268560 VERBAAS MARCEL C/O XENIA HOTELS & RESORTS, INC. 200 S. ORANGE AVENUE, SUITE 1200 ORLANDO FL 32801 1 1 0 0 See Remarks Common Stock 2015-02-04 4 A 0 146 0.00 A 146 D Share Units 0.00 2015-02-04 4 A 0 58087 0.00 A 2017-03-12 2017-03-12 Common Stock 58087 58087 D Share Units 0.00 2015-02-04 4 A 0 73847 0.00 A Common Stock 73847 73847 D Represents shares of Common Stock granted to the Reporting Person pursuant to the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan in order to satisfy certain state law requirements relating to obtaining liquor licenses for properties belonging to the Issuer. Each share unit represents the contingent right to receive one share of Common Stock. The annual share units issued under the Xenia Hotels & Resorts, Inc. 2014 Share Unit Plan (the "2014 Share Unit Plan") vest and become payable on March 12, 2017. The annual share units will be settled in Common Stock or the cash equivalent thereof upon vesting, subject to earlier settlement upon termination of the Reporting Person's employment with the Issuer by the Reporting Person for Good Reason (as defined in the award agreement or the 2014 Share Unit Plan) or by the Issuer without Cause (as defined in the award agreement or the 2014 Share Unit Plan), and subject to earlier settlement in cash upon the Reporting Person's death or disability. The contingent share units issued under the 2014 Share Unit Plan vest and become payable in three equal annual installments beginning on February 4, 2016. The contingent share units will be settled in Common Stock or the cash equivalent thereof upon vesting, subject to earlier settlement upon termination of the Reporting Person's employment with the Issuer by the Reporting Person for Good Reason (as defined in the award agreement or the 2014 Share Unit Plan) or by the Issuer without Cause (as defined in the award agreement or the 2014 Share Unit Plan), and subject to earlier settlement in cash upon the Reporting Person's death or disability. President and Chief Executive Officer /s/ Marcel Verbaas 2015-02-06