Sec Form 4 Filing - Swanstrom Daniel E II @ CorePoint Lodging Inc. - 2022-03-03

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
Swanstrom Daniel E II
2. Issuer Name and Ticker or Trading Symbol
CorePoint Lodging Inc. [ CPLG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP and CFO
(Last) (First) (Middle)
125 E. JOHN CARPENTER FRWY., STE. 1650
3. Date of Earliest Transaction (MM/DD/YY)
03/03/2022
(Street)
IRVING, TX75062
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 03/03/2022 D 384,224 D $ 15.99( 1 ) 0 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 ( 2 ) 03/03/2022 A( 3 ) 26,573 ( 4 ) ( 4 ) Common Stock 26,573 $ 0 64,263 D
Restricted Stock Units ( 2 ) 03/03/2022 D( 1 )( 3 ) 64,263( 3 ) ( 4 ) ( 4 ) Common Stock 64,263 $ 15.99( 3 ) 0 D
Restricted Stock Units ( 2 ) 03/03/2022 A( 3 ) 103,784 ( 5 ) ( 5 ) Common Stock 103,784 $ 0 127,902 D
Restricted Stock Units ( 2 ) 03/03/2022 D( 1 )( 3 ) 127,902( 3 ) ( 5 ) ( 5 ) Common Stock 127,902 $ 15.99( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Swanstrom Daniel E II
125 E. JOHN CARPENTER FRWY.
STE. 1650
IRVING, TX75062
EVP and CFO
Signatures
/s/ Mark M. Chloupek, as Attorney-in-fact 03/07/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 3, 2022, Cavalier Acquisition Owner LP ("Cavalier") acquired the Issuer pursuant to a certain Agreement and Plan of Merger, by and among the Issuer, Cavalier (as assignee of Cavalier Acquisition JV LP) and Cavalier MergerSub LP, a Delaware limited partnership and a wholly owned subsidiary of Cavalier (as assignee of Cavalier) ("Merger Sub") dated as of November 6, 2021 (as amended, modified or assigned, the "Merger Agreement"). In accordance with the Merger Agreement, the Issuer merged with and into Merger Sub, with Merger Sub surviving such merger as a wholly owned subsidiary of Cavalier (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's Common Stock (other than certain excluded shares) automatically converted into the right to receive $15.99 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.
( 2 )Each performance-based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock payable in common stock, cash or a combination thereof, subject to adjustment based on the achievement of performance-based vesting criteria.
( 3 )Pursuant to the Merger Agreement, PSUs became immediately vested and cancelled and entitled the holder to receive an amount of cash equal to the number of shares of Common Stock subject to such PSU immediately prior to the effective time of the Merger (calculated based on the greater of actual performance achieved through the effective time in accordance with the terms of such PSU, and target level performance), multiplied by the Merger Consideration. PSUs acquired represent additional PSUs deemed earned based on the achievement of actual performance above target level performance through the effective time of the Merger as well as additional PSUs which were not required to be included on prior reports prior to the satisfaction of the performance-based vesting conditions.
( 4 )Represents PSUs granted in 2019 which were originally scheduled to vest based on the achievement of certain total shareholder return performance conditions for the performance period beginning on March 26, 2019 and ending on the third anniversary thereof.
( 5 )Represents PSUs granted in 2021 which were originally scheduled to vest based on the achievement of (i) certain total shareholder return performance conditions for the performance period beginning on March 23, 2021 and ending on the third anniversary thereof, and (ii) certain other performance conditions based on the sale of certain specified non-core properties.

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