Sec Form 4 Filing - Bergren Scott @ La Quinta Holdings Inc. - 2018-05-30

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
Bergren Scott
2. Issuer Name and Ticker or Trading Symbol
La Quinta Holdings Inc. [ LQ]
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 LA QUINTA HOLDINGS INC., 909 HIDDEN RIDGE, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
05/30/2018
(Street)
IRVING, TX75038
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 05/30/2018 D( 1 ) 2,824 ( 2 ) D $ 16.8 ( 3 ) 0 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
Restricted Stock Units ( 4 ) 05/30/2018 D( 1 ) 686 ( 2 ) ( 5 ) ( 5 ) Common Stock 686 ( 2 ) $ 16.8 ( 6 ) 0 D
Restricted Stock Units ( 4 ) 05/30/2018 D( 1 ) 2,904 ( 2 ) ( 7 ) ( 7 ) Common Stock 2,904 ( 2 ) $ 16.8 ( 6 ) 0 D
Restricted Stock Units ( 4 ) 05/30/2018 D( 1 ) 3,499 ( 2 ) ( 8 ) ( 8 ) Common Stock 3,499 ( 2 ) $ 16.8 ( 6 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bergren Scott
C/O LA QUINTA HOLDINGS INC.
909 HIDDEN RIDGE, SUITE 600
IRVING, TX75038
X
Signatures
/s/ Mark M. Chloupek, as Attorney-in-fact 06/01/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 30, 2018, Wyndham Worldwide Corporation, a Delaware corporation ("Buyer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and WHG BB Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of January 17, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger").
( 2 )This amount reflects the number of securities after giving effect to the 1:2 reverse stock split (the "Reverse Stock Split") effective immediately prior to the effective time of the Merger (the "Effective Time").
( 3 )At the Effective Time, each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $16.80 in cash per share after giving effect to the Reverse Stock Split, without interest and after giving effect to any required withholding taxes (the "Merger Consideration").
( 4 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
( 5 )These RSUs were to vest on June 11, 2018.
( 6 )Immediately prior to the Effective Time, each outstanding RSU automatically vested and was cancelled, and the holder received for each RSU an amount in cash, less any applicable withholding taxes, equal to the product of (i) the number of shares of Issuer common stock subject to the RSU multiplied by (ii) the Merger Consideration.
( 7 )These RSUs were to vest in two equal annual installments on June 11, 2018 and June 11, 2019.
( 8 )These RSUs were to vest in three equal annual installments on June 11, 2018, June 11, 2019 and June 11, 2020.

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