Sec Form 4 Filing - Danziger Eric A @ WYNDHAM WORLDWIDE CORP - 2013-02-27

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
Danziger Eric A
2. Issuer Name and Ticker or Trading Symbol
WYNDHAM WORLDWIDE CORP [ WYN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Pres./CEO Wyndham Hotel Grp.
(Last) (First) (Middle)
C/O WYNDHAM WORLDWIDE CORPORATION, 22 SYLVAN WAY
3. Date of Earliest Transaction (MM/DD/YY)
02/27/2013
(Street)
PARSIPPANY, NJ07054
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 02/27/2013 S( 1 ) 50,000 D $ 59.6441 1,904 D
Common Stock 02/27/2013 F 47,733 ( 2 ) D $ 59.17 47,321 D
Common Stock 02/28/2013 A 33,200 ( 3 ) A $ 0 112,676 ( 4 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Danziger Eric A
C/O WYNDHAM WORLDWIDE CORPORATION
22 SYLVAN WAY
PARSIPPANY, NJ07054
Pres./CEO Wyndham Hotel Grp.
Signatures
/s/ Scott G. McLester as Attorney-in-Fact for Eric A. Danziger 03/01/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to Wyndham Worldwide Corporation, any security holder of Wyndham Worldwide Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
( 2 )Consists of shares of Common Stock withheld as payment of tax liability incident to the vesting of restrictred stock units granted in accordance with Rule 16b-3.
( 3 )Consists of restricted stock units granted under the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan. The units vest in four equal installments on each of the first four anniversaries of February 27, 2013, subject to the reporting person's continued employment. The reporting person will receive one share of common stock for each vested restricted stock unit.
( 4 )Restricted stock units granted under the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan.

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 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).

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