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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Based Restricted Stock Unit | (1) | 03/27/2018 | A | 28,484 (2) | (2) | (2) | Common Stock | 28,484 | $ 0 | 28,484 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Ludwig Douglas L 1550 MARKET STREET #350 DENVER, CO 80202 |
EVP, Chief Financial Officer |
/s/Julie Langenheim, Attorney-in-fact | 03/29/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | Each Performance Based Restricted Stock Unit represents a contingent right to receive one share of RLH common stock. |
(2) | On May 31, 2017 Mr. Ludwig received a performance based restricted stock unit ("PSU") under the Company's 2015 Stock Incentive Plan representing the right to receive between 0 and 42,553 shares of Red Lion Hotels Corporation common stock (with 26,596 shares at the target level) if the company achieved or exceeded the following performance targets: 2017 adjusted EBITDA exceeded $20.24M (weighted 70%) and gross number of hotels added to system during 2017 exceeded 119 (weighted 30%). On March 27, 2018, the Board of Directors determined that the performance targets were met at the 107% level, therefore 28,484 PSUs were issued. The PSUs will vest in full on March 31, 2020, assuming continued employment through the vesting date. |