Sec Form 4 Filing - MCKEIRNAN THOMAS L @ Red Lion Hotels CORP - 2012-10-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person MCKEIRNAN THOMAS L 2. Issuer Name and Ticker or Trading Symbol Red Lion Hotels CORP [ RLH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr. V.P. & General Counsel (Last) (First) (Middle) 201 W. NORTH RIVER DR. STE 100 3. Date of Earliest Transaction (MM/DD/YY) 10/31/2012 (Street) SPOKANE, WA99201 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/31/2012 M( 1 ) 25,000 A $ 5.1 98,740 ( 2 ) D Common Stock 10/31/2012 M( 1 ) 10,451 A $ 5.98 109,191 ( 2 ) D Common Stock 10/31/2012 S( 1 ) 35,451 D $ 6.75 73,740 ( 2 ) D Common Stock 295 I Held in 401(k) Account

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option - Right to Buy $ 5.1 10/31/2012 M( 1 ) 25,000 ( 3 ) 11/19/2014 Common Stock 25,000 $ 0 0 D Employee Stock Option - Right to Buy $ 5.98 10/31/2012 M( 1 ) 10,451 ( 4 ) 07/01/2013 Common Stock 10,451 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCKEIRNAN THOMAS L 201 W. NORTH RIVER DR. STE 100 SPOKANE, WA99201 Sr. V.P. & General Counsel Signatures /s/ Julie Langenheim, Attorney-in-fact 11/02/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These transactions were cashless exercises of two stock options that occurred automatically pursuant to the terms of the reporting person's written plan for trading securities under SEC Rule 10b5-1(c). These transactions resulted in the issuer's receipt of the aggregate exercise price of $189,997 for the shares that were acquired. If not exercised, one of the options would have expired on or before July 1, 2013 and the other would have expired on or before November 19, 2014. ( 2 )Includes shares acquired through Red Lion Hotels Corporation Employee Stock Purchase Plan through the period ended on June 30, 2012. The amount also includes total number of restricted stock units held. ( 3 )This option vested in 3 installments: 25% vested on February 16, 2007, 25% vested on November 19, 2008 and 50% vested on November 19, 2009. ( 4 )This option vested in 2 installments: 75% vested on December 31, 2006 and 25% vested on June 19, 2007.

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