SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
SONG YAO (ROB)

(Last) (First) (Middle)
125 E. JOHN CARPENTER FREEWAY
SUITE 1650

(Street)
IRVING TX 75062

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/23/2021
3. Issuer Name and Ticker or Trading Symbol
CorePoint Lodging Inc. [ CPLG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & Chief Investment Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 63,736(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(2) (3) (3) Common Stock 6,441(3) 0.00 D
Restricted Stock Units(2) (4) (4) Common Stock 12,597(4) 0.00 D
Explanation of Responses:
1. Includes 48,733 shares of restricted stock and associated dividend equivalent rights.
2. Each restricted stock unit ("RSU") 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.
3. These RSUs vest based on the Issuer's absolute total shareholder return ("Absolute TSR") meeting certain performance criteria as follows: (a) 50% shall vest based on Absolute TSR meeting such performance criteria over a two-year period beginning on March 26, 2019 (the "2019 PSU Grant Date") and ending on the second anniversary of the 2019 PSU Grant Date, and (b) 50% shall vest based on Absolute TSR meeting such performance criteria over a three-year performance period beginning on the 2019 PSU Grant Date and ending on the third anniversary of the 2019 PSU Grant Date. The number of RSUs reported represents the target number awarded on the 2019 PSU Grant Date. The number that would be received upon vesting, if any, may vary from 0% to 175% of the target number shown.
4. These RSUs vest based on the Issuer's absolute total shareholder return ("Absolute TSR") over a three-year performance period beginning on March 25, 2020 (the "2020 PSU Grant Date") and ending on the third anniversary of the 2020 PSU Grant Date. The number of RSUs reported represents the target number awarded on the 2020 PSU Grant Date. The number that would be received upon vesting, if any, may vary from 0% to 175% of the target number shown.
Remarks:
/s/ Mark. M. Chloupek, as Attorney-in-fact 03/25/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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