Sec Form 4 Filing - Medzigian Michael G @ Carey Watermark Investors Inc - 2020-03-18

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 Medzigian Michael G 2. Issuer Name and Ticker or Trading Symbol Carey Watermark Investors Inc [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO & President (Last) (First) (Middle) C/O CAREY WATERMARK INVESTORS INC., 50 ROCKEFELLER PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 03/18/2020 (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 Common Stock 03/18/2020 A 21,277.269 ( 1 ) A $ 10.39 21,277.269 I By CWA, LLC Common Stock 04/01/2020 A 9,220.15 ( 2 ) A $ 10.39 30,497.419 I By CWA, LLC Common Stock 04/06/2020 J( 3 ) 13,418.865 D $ 10.39 ( 3 ) 17,078.554 I By CWA, LLC Common Stock 04/13/2020 D 17,078.554 D 0 I By CWA, LLC Common Stock 04/13/2020 D 91,870.956 ( 5 ) D 0 I By Michael G. Medzigian Revocable Trust

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 Medzigian Michael G C/O CAREY WATERMARK INVESTORS INC. 50 ROCKEFELLER PLAZA NEW YORK, NY10020 X CEO & President Signatures /s/ James A. Fitzgerald, Attorney-in-fact 04/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents asset management fees paid in shares of the Issuer for the period from March 1, 2020 through March 31, 2020 at the election of the Reporting Person under the terms of the subadvisory agreement between CWA, LLC, the Subadvisor, which is wholly owned by the Reporting Person, and the advisor to the Issuer. ( 2 )Represents asset management fees paid in shares of the Issuer for the period from April 1, 2020 through April 13, 2020 at the election of the Reporting Person under the terms of the subadvisory agreement between CWA, LLC, the Subadvisor, which is wholly owned by the Reporting Person, and the advisor to the Issuer. ( 3 )Represents the rescission, effective as of the original issue date, of a number of shares from the issuances of Common Stock that occurred on March 18, 2020 and April 1, 2020 that were erroneously issued in shares instead of cash. ( 4 )Disposed of pursuant to a merger agreement among the Issuer ("CWI 1"), Carey Watermark Investors 2 Incorporated ("CWI 2") and a wholly owned subsidiary of CWI 2, in which each share of CWI 1 common stock owned was exchanged for 0.9106 shares of CWI 2 Class A common stock in the merger, which is equivalent to $10.39 per share based on CWI 2's last estimated net asset value of $11.41 per share as of December 31, 2018, for a total of 15,551.7310 shares of CWI 2 Class A common stock. ( 5 )Includes 11,526.360 shares previously acquired under the Issuer's distribution reinvestment plan. ( 6 )Disposed of pursuant to a merger agreement among CWI 1, CWI 2 and a wholly owned subsidiary of CWI 2, in which each share of CWI 1 common stock owned was exchanged for 0.9106 shares of CWI 2 Class A common stock in the merger, which is equivalent to $10.39 per share based on CWI 2's last estimated net asset value of $11.41 per share as of December 31, 2018, for a total of 83,657.6920 shares of CWI 2 Class A common stock.

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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