Sec Form 4 Filing - HOLMES STEPHEN P @ WYNDHAM HOTELS & RESORTS, INC. - 2021-02-25

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 HOLMES STEPHEN P 2. Issuer Name and Ticker or Trading Symbol WYNDHAM HOTELS & RESORTS, INC. [ WH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) WYNDHAM HOTELS & RESORTS, INC., 22 SYLVAN WAY 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2021 (Street) PARSIPPANY, NJ07054 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 02/25/2021 M 50,539 A $ 51.19 644,259 ( 1 ) D Common Stock 02/25/2021 F 44,930 ( 2 ) D $ 65.52 599,329 ( 1 ) D Common Stock 02/25/2021 M 109,489 A $ 39.95 708,818 ( 1 ) D Common Stock 02/25/2021 F 87,805 ( 2 ) D $ 65.52 621,013 ( 1 ) D Common Stock 02/26/2021 S 11,404 D $ 64.6227 ( 3 ) 609,609 ( 1 ) D Common Stock 02/26/2021 S 15,889 D $ 65.5023 ( 4 ) 593,720 ( 1 ) D Common Stock 4,391 ( 5 ) D Common Stock 6,056 ( 6 ) 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 Stock-Settled Stock Appreciation $ 51.19 02/25/2021 M 50,539 ( 7 ) 05/31/2018 02/26/2021 Common Stock 50,539 $ 0 0 D Stock-Settled Stock Appreciation $ 39.95 02/25/2021 M 109,489 ( 7 ) 05/31/2018 05/31/2021 Common Stock 109,489 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOLMES STEPHEN P WYNDHAM HOTELS & RESORTS, INC. 22 SYLVAN WAY PARSIPPANY, NJ07054 X Signatures /s/ Paul F. Cash, as Attorney-in-Fact for Stephen P. Holmes 03/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes shares of common stock previously reported. ( 2 )Common stock withheld as payment toward the exercise price and tax liability incident to the exercise of stock-settled stock appreciation rights granted in accordance with Rule 16b-3 and delivery of shares in respect thereof. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.17 to $65.155, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.19 to $65.91, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price. ( 5 )Deferred stock units previously reported. ( 6 )Restricted stock units previously reported. ( 7 )Transaction to exercise previously granted stock-settled stock appreciation rights.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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