Sec Form 4 Filing - Morey Thomas C @ Park Hotels & Resorts Inc. - 2020-12-17

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)
12/17/2020
(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 12/17/2020 M 11,000 A 149,693 D
Common Stock 12/18/2020 F( 2 ) 5,313 D $ 17.24 ( 2 ) 144,380 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 ( 1 ) 12/17/2020 M 11,000 ( 3 ) ( 3 ) Common Stock 11,000 $ 0 44,000 D
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/ Nancy Vu, as Attorney-in-Fact 12/21/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each performance-based restricted stock unit ("PSU") represents a contingent right upon vesting to receive one share of the Issuer's common stock.
( 2 )Represents shares withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person due upon the vesting of the PSUs previously granted to the Reporting Person pursuant to the Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan. Pursuant to the terms of the Performance Stock Unit 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 date of issuance of such shares. Such issuance occurred on December 18, 2020.
( 3 )The PSUs vested on December 17, 2020. The vesting of the PSUs was triggered by the Issuer's common stock attaining an average closing stock price target of $17.00 over a consecutive 20-trading day period.

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