Sec Form 4 Filing - HOLMES STEPHEN P @ Wyndham Destinations, Inc. - 2018-05-31

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
HOLMES STEPHEN P
2. Issuer Name and Ticker or Trading Symbol
Wyndham Destinations, Inc. [ WYND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O WYNDHAM DESTINATIONS, INC., 6277 SEA HARBOR DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
05/31/2018
(Street)
ORLANDO, FL32821
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 05/31/2018 A 211,153 ( 1 ) A $ 0 1,331,937 ( 2 ) D
Common Stock 05/31/2018 A 84,217 ( 3 ) A $ 0 1,416,154 ( 2 ) D
Common Stock 06/01/2018 A 3,079 ( 4 ) A $ 0 3,511 ( 5 ) D
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
Stock Settled Stock Appreciation Right $ 72.97 05/31/2018 D( 6 ) 22,256 ( 6 ) 02/27/2020 Common Stock 22,256 ( 6 ) 0 D
Stock Settled Stock Appreciation Right $ 32.28 05/31/2018 A( 6 ) 22,256 05/31/2018 02/27/2020 Common Stock 22,256 ( 6 ) 22,256 D
Stock Settled Stock Appreciation Right $ 91.81 05/31/2018 D( 7 ) 50,539 ( 7 ) 02/26/2021 Common Stock 50,539 ( 7 ) 0 D
Stock Settled Stock Appreciation Right $ 40.62 05/31/2018 A( 7 ) 50,539 05/31/2018 02/26/2021 Common Stock 50,539 ( 7 ) 50,539 D
Stock Settled Stock Appreciation Right $ 71.65 05/31/2018 D( 8 ) 109,489 ( 8 ) 02/25/2022 Common Stock 109,489 ( 8 ) 0 D
Stock Settled Stock Appreciation Right $ 31.7 05/31/2018 A( 8 ) 109,489 05/31/2018 02/25/2022 Common Stock 109,489 ( 8 ) 109,489 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HOLMES STEPHEN P
C/O WYNDHAM DESTINATIONS, INC.
6277 SEA HARBOR DRIVE
ORLANDO, FL32821
X
Signatures
/s/ Carlos C. Clark as Attorney-in-Fact for Stephen P. Holmes 06/04/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Common stock acquired upon vesting on May 31, 2018, in connection with the Registrant's spin-off transaction (the "Spin-Off"), of performance vested restricted stock units previously granted under the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan (the "Plan").
( 2 )Includes previously reported shares of common stock.
( 3 )Common stock acquired under the Plan upon vesting on May 31, 2018, in connection with the Spin-Off, of restricted stock units previously granted under the Plan.
( 4 )Restricted stock units granted on June 1, 2018 under the Plan for service as a non-employee director of the Registrant. The units vest in four equal installments on each of the first four anniversaries of June 1, 2018, subject to the reporting person's continued service with the Registrant. The reporting person will receive one share of common stock for each vested restricted stock unit.
( 5 )Includes previously reported restricted stock units.
( 6 )The two reported transactions involve an adjustment to outstanding Stock Settled Stock Appreciation Rights ("SSARs") previously granted under the Plan in connection with the Spin-Off, resulting in the deemed cancellation of the existing SSARs and the grant of replacement SSARs. The SSARs were originally granted on February 27, 2014. The SSARs vested on May 31, 2018, and each SSAR confers upon the reporting person the right to receive an amount in common stock equal to the excess of the fair market value of a share of common stock on the date of exercise over the exercise price of the SSAR.
( 7 )The two reported transactions involve an adjustment to outstanding SSARs previously granted under the Plan in connection with the Spin-Off, resulting in the deemed cancellation of the existing SSARs and the grant of replacement SSARs. The SSARs were originally granted on February 27, 2015. The SSARs vested on May 31, 2018, and each SSAR confers upon the reporting person the right to receive an amount in common stock equal to the excess of the fair market value of a share of common stock on the date of exercise over the exercise price of the SSAR.
( 8 )The two reported transactions involve an adjustment to outstanding SSARs previously granted under the Plan in connection with the Spin-Off, resulting in the deemed cancellation of the existing SSARs and the grant of replacement SSARs. The SSARs were originally granted on February 27, 2016. The SSARs vested on May 31, 2018, and each SSAR confers upon the reporting person the right to receive an amount in common stock equal to the excess of the fair market value of a share of common stock on the date of exercise over the exercise price of the SSAR.

Remarks:
Exhibit 24 - Power of Attorney of Stephen P. Holmes

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