Sec Form 4 Filing - Morey Thomas C @ Park Hotels & Resorts Inc. - 2020-02-20

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
Morey Thomas C
2. Issuer Name and Ticker or Trading Symbol
Park Hotels & Resorts Inc. [ PK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & Chief Investment Officer
(Last) (First) (Middle)
C/O PARK HOTELS & RESORTS INC., 1775 TYSONS BLVD, 7TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/20/2020
(Street)
TYSONS, VA22102
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 02/20/2020 A( 1 ) 23,554 A $ 0 111,541 D
Common Stock 02/20/2020 A( 2 ) 14,275 A $ 0 125,816 D
Common Stock 02/21/2020 F( 3 ) 1,463 D $ 23.35 124,353 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Morey Thomas C
C/O PARK HOTELS & RESORTS INC.
1775 TYSONS BLVD, 7TH FLOOR
TYSONS, VA22102
EVP & Chief Investment Officer
Signatures
/s/ Thomas C. Morey 02/24/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents an annual award of restricted shares of common stock of the Issuer under the Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan, approved by the Compensation Committee of the Issuer, which shares will vest ratably on each of the first three anniversaries of the grant date, subject to the Reporting Person's continued service on such dates.
( 2 )Represents a special award of restricted shares of common stock of the Issuer under the Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan, approved by the Compensation Committee of the Issuer, which shares shall vest in full on the third anniversary of the grant date, subject to the Reporting Person's continued service on such date.
( 3 )Represents shares surrendered to the Issuer by the Reporting Person to satisfy tax withholding obligations due upon the vesting of 4,391 shares of restricted stock previously granted to the Reporting Person pursuant to the Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan. Pursuant to the terms of the Restricted Stock Agreement, the price per share used to determine the tax withholdings was the closing price per share of the Company's common stock on the New York Stock Exchange on the trading day immediately prior to the vesting of such shares. Such vesting occurred on February 21, 2020.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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