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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hansen Daniel P 13215 BEE CAVE PARKWAY, SUITE B-300 AUSTIN, TX 78738 |
X | Chairman, President & CEO |
/s/ Christopher R. Eng, as Attorney-in-Fact | 03/08/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents shares of restricted common stock granted to the reporting person under the Issuer's 2011 Equity Incentive Plan as amended and restated effective June 15, 2015. The restricted shares shall become vested and nonforfeitable, subject to the reporting person's continued service as an employee of the Issuer, on March 9, 2020 (25% of the shares granted), March 9, 2021 (25% of the shares granted) and March 9, 2022 (the remaining 50% of the shares granted). |
(2) | Represents shares of restricted common stock granted to the reporting person under the Issuer's 2011 Equity Incentive Plan as amended and restated effective June 15, 2015. The restricted shares shall become vested and nonforfeitable on March 7, 2022, if the reporting person remains in the continued service as an employee of the Issuer and the Issuer's cumulative total shareholder return (TSR) for the period starting March 7, 2019 and ending March 7, 2022 exceeds at least 25.5% of its peer group, which shall include certain constituents of the SNL US REIT Hotel Index. The number of shares will convert at a range from 25% to 200% of the shares granted to the reporting person based upon the Issuer's cumulative TSR performance compared to its peer group for the reporting period. |