Sec Form 4 Filing - Medzigian Michael G @ Watermark Lodging Trust, Inc. - 2022-04-13

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 Watermark Lodging Trust, 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 WATERMARK LODGING TRUST, INC., 150 NORTH RIVERSIDE PLAZA SUITE 4200 3. Date of Earliest Transaction (MM/DD/YY) 04/13/2022 (Street) CHICAGO, IL60606 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 Class A Common Stock 340,709.635( 1 ) I By Michael G. Medzigian Revocable Trust Class A Common Stock 840,257.774( 1 ) D Class A Common Stock 04/13/2022 A( 2 ) 139,109.697 A $ 0 979,367.471 D Class A Common Stock 04/13/2022 A( 3 ) 32,865.907 A $ 0 1,012,233.378 D Class A Common Stock 04/13/2022 A( 4 ) 60,496 A $ 0 1,072,729.378 D Class A Common Stock 04/13/2022 F( 5 ) 128,279.259 D $ 6.29 944,450.119 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 OP Units ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 2,417,996( 6 ) 2,417,996 I By Watermark Capital Partners LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Medzigian Michael G C/O WATERMARK LODGING TRUST, INC. 150 NORTH RIVERSIDE PLAZA SUITE 4200 CHICAGO, IL60606 X CEO & President Signatures /s/ Elizabeth Van Aken, Attorney-in-fact 04/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Subsequent to the Reporting Person's last Form 4 filed on April 15, 2021, the Reporting Person transferred 71,844.873 shares of WLT's Class A Common Stock from a directly-owned account to a trust in which the Reporting Person holds a pecuniary interest. ( 2 )Represents restricted share units ("RSUs") granted under the Watermark Lodging Trust, Inc. 2015 Equity Incentive Plan. These RSUs are scheduled to vest in three equal annual installments beginning on April 13, 2023 and ending on April 13, 2025 and are convertible on a one-for-one basis into shares of the Issuer's Class A Common Stock. ( 3 )Represents the vesting of performance-based RSU's upon the achievement of the applicable performance criteria related to RSU's granted pursuant to an employment agreement on April 13, 2020, which are scheduled to vest in four equal annual installments on each anniversary of the date of grant and are convertible on a one-for-one basis into shares of the Issuer's Class A common stock. ( 4 )Represents the vesting of performance-based RSU's upon the achievement of the applicable performance criteria related in RSU's granted under the Watermark Lodging Trust, Inc. 2015 Equity Incentive Plan on April 13, 2021, which are scheduled to vest in three equal annual installments on each anniversary of the date of grant and are convertible on a one-for-one basis into shares of the Issuer's Class A common stock. ( 5 )Represents the disposition of shares back to the issuer in satisfaction of certain tax liabilities. ( 6 )The OP Units are convertible for a number of shares of Class A Common Stock of equivalent value, at any time at the option of the holder and without expiration, for no additional consideration.

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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