Sec Form 4 Filing - Medzigian Michael G @ Watermark Lodging Trust, Inc. - 2022-10-21

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) 10/21/2022 (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 268,864.762( 1 ) I By Michael G. Medzigian Revocable Trust Class A Common Stock 1,016,294.99( 1 )( 2 ) I By Watermark Capital Partners LLC Class A Common Stock 10/21/2022 A( 3 ) 65,731.814 A $ 0 1,082,026.81 I By Watermark Capital Partners LLC Class A Common Stock 10/21/2022 A( 4 ) 120,992 A $ 0 1,203,018.81 I By Watermark Capital Partners LLC Class A Common Stock 10/21/2022 A( 4 ) 417,329.093 A $ 0 1,620,347.903 I By Watermark Capital Partners LLC Class A Common Stock 10/21/2022 D 268,864.762 D $ 6.768( 5 ) 0 I By Michael G. Medzigian Revocable Trust Class A Common Stock 10/21/2022 D 1,620,347.903 D $ 6.768( 5 )( 6 ) 0 I By Watermark Capital Partners LLC

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 ( 7 ) 10/21/2022 D 2,417,996 ( 7 ) ( 7 ) Class A Common Stock 2,417,996 $ 6.768 0 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 D Van Aken, Attorney-in-fact 10/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Subsequent to the Reporting Person's last Form 4 filed on April 14, 2022, the Reporting Person transferred 71,844.873 shares of WLT's Class A Common Stock from a trust to another account, in both of which the Reporting Person holds a pecuniary interest. ( 2 )Subsequent to the Reporting Person's last Form 4 filed on April 14, 2022, the Reporting Person transferred 944,450.119 shares of WLT's Class A Common Stock from a directly-owned account to an account in which the Reporting Person holds a precuniary interest. ( 3 )Represents the vesting of performance-based RSU's in accordance with the Reporting Person's employment agreement with WLT. ( 4 )Represents the vesting of performance-based RSU's upon the Company Merger Effective Time. ( 5 )Pursuant to the Merger Agreement dated May 6, 2022, at the Company Merger Effective Time, each outstanding share of Class A Common Stock, par value $0.001 per share, of the Company ("Company A Share"), was automatically converted into the right to receive an amount in cash equal to $6.768, without interest. As of the Company Merger Effective Time, all Company A Shares issued and outstanding immediately prior to the Company Merger Effective Time are no longer outstanding and were automatically cancelled and cease to exist. ( 6 )Pursuant to the Merger Agreement, effective immediately prior to the Company Merger Effective Time, each award of restricted stock units (whether vested or unvested) (each, a "Company RSU Award") that is outstanding immediately prior to the Company Merger Effective Time was cancelled, with the holder of each such Company RSU Award becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash equal to (i) the number of Company A Shares subject to the Company RSU Award immediately prior to the Company Merger Effective Time multiplied by (ii) the Per Company A Share Merger Consideration (less any applicable income and employment withholding Taxes) of $6.768 per share. ( 7 )The OP Units were convertible for a number of shares of Class A Common Stock of equivalent value. In the Partnership Merger, each OP Unit was cancelled and converted into the right to receive $6.768 per unit in cash.

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