Sec Form 4 Filing - PAULSON & CO. INC. @ ESH Hospitality, Inc. - 2016-12-16

Insider filing report for Changes in Beneficial Ownership
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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
PAULSON & CO. INC.
2. Issuer Name and Ticker or Trading Symbol
ESH Hospitality, Inc. [ NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1251 AVENUE OF THE AMERICAS
3. Date of Earliest Transaction (MM/DD/YY)
12/16/2016
(Street)
NEW YORK, NY10020
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
Paired Shares ( 1 ) ( 2 ) ( 3 ) 12/16/2016 S( 4 ) 4,166,667 ( 4 ) D $ 16.41 ( 4 ) 28,836,591 I ( 1 ) ( 2 ) By Managed Funds and Accounts
Paired Shares ( 1 ) ( 2 ) ( 3 ) 12/16/2016 S( 5 ) 208,333 ( 5 ) D $ 16.41 ( 5 ) 28,628,258 I ( 1 ) ( 2 ) By Managed Funds and Accounts
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PAULSON & CO. INC.
1251 AVENUE OF THE AMERICAS
NEW YORK, NY10020
X
Signatures
/s/ Stuart L. Merzer, General Counsel & Chief Compliance Officer for Paulson & Co. Inc. 12/16/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Paulson & Co. Inc. ("Paulson") is an investment advisor registered under the Investment Advisors Act of 1940. Paulson & Co. Inc., and/or its affiliates (collectively, "Paulson") serve as the investment manager of (i) Paulson Special Situations Fund, LP, (ii) Paulson Special Situations PEQ1 Ltd., (iii) Paulson Partners Enhanced, L.P., (iv) Paulson Enhanced Ltd., (v) ESA Recovery Acquisition, LLC, (vi) PCO EN LLC and (vii) PCO PP LLC (collectively, the "Paired Share Funds").
( 2 )John Paulson is the controlling person of Paulson. All Paired Shares reported on this Form 4 are owned by the Paired Share Funds. Each of Paulson and John Paulson may be deemed to indirectly beneficially own the securities directly owned by the Paired Share Funds. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Act"), the filing of this Form 4 shall not be deemed an admission by any person reporting on this Form 4 that such person, for purposes of Section 16 of the Act or otherwise, is the beneficial owner of any equity securities covered by this Form.
( 3 )Each Paired Share is comprised of one share of common stock, par value $0.01 per share, of Extended Stay America, Inc. and one share of Class B Common Stock, par value $0.01 per share, of ESH Hospitality, Inc., which shares are paired and traded as a single unit. A Form 4 reflecting the holdings of Paired Shares by the Reporting Person shown on this Form 4 has been concurrently filed with respect to Extended Stay America, Inc. as issuer.
( 4 )In connection with the secondary offering of Paired Shares by certain selling shareholders pursuant to an underwriting agreement (the "Underwriting Agreement") and prospectus supplement, each dated December 12, 2016 (the "Secondary Offering"), the Reporting Person, as a selling shareholder, sold Paired Shares in the amounts shown in the above table. The Secondary Offering closed on December 16, 2016. This amount represents an aggregate price per Paired Share of $16.41.
( 5 )Concurrent with the closing of the Secondary Offering, Extended Stay America, Inc. and ESH Hospitality, Inc. repurchased 208,333 Paired Shares from the Reporting Person at a price of $16.41 per Paired Share.

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