Sec Form 3 Filing - Gimelstob Russell Lewis @ Watermark Lodging Trust, Inc. - 2020-07-24

FORM 3 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 Gimelstob Russell Lewis 2. Issuer Name and Ticker or Trading Symbol Watermark Lodging Trust, Inc. [ NONE] 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 ACP WATERMARK INVESTMENT LLC, 11777 SAN VICENTE BLVD, SUITE 650 3. Date of Earliest Transaction (MM/DD/YY) 07/24/2020 (Street) LOS ANGELES, CA90049 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

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 WARRANTS (RIGHTS TO ACQUIRE CLASS A COMMON STOCK) ( 1 ) $ 0.01 ( 3 ) 07/24/2020 07/24/2027 OP Units 16,778,446 ( 2 ) I By LLC ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gimelstob Russell Lewis C/O ACP WATERMARK INVESTMENT LLC 11777 SAN VICENTE BLVD, SUITE 650 LOS ANGELES, CA90049 X Signatures Elizabeth Van Aken, Attorney-in-fact 07/31/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents warrants to acquire 16,778,446 Class A Operating Partnership Units of CWI 2 OP, L.P ("OP Units"). The Warrants are immediately exercisable on a one-for-one basis (subject to customary anti-dilution protections) into OP Units, and each OP Units may be redeemed by the holder thereof, at any time after January 24, 2021, for cash or, at the election of the Issuer, on a one-for one basis (subject to customary anti-dilution protections) into shares of Class A Common Stock of the Issuer. ( 2 )Mr. Gimelstob disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. ( 3 )As of the date of issue on July 24, 2020, each Warrant is exercisable for One OP Unit, subject to certain customary anti-dilution provisions applicable in the case of, among other things, subdivisions, splits, combinations, reclassifications or capital reorganization of the Warrant Units. ( 4 )Mr. Gimelstob is the sole and managing member of the entity that indirectly owns and controls the managing member of the direct owner of the Warrants, ACP Watermark Investment LLC, and as such has shared voting and dispositive power over the securities.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney.

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).

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