FORM 4
[X] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Cline Keith A.
2. Issuer Name and Ticker or Trading Symbol

CorePoint Lodging Inc. [ CPLG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

125 E. JOHN CARPENTER FRWY., STE. 1650
3. Date of Earliest Transaction (MM/DD/YYYY)

3/3/2022
(Street)

IRVING, TX 75062
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 3/3/2022  D  1480676 D$15.99 (1)0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (2)3/3/2022  A (3)  56509     (4) (4)Common Stock 56509 $0.00 136662 D  
Restricted Stock Units  (2)3/3/2022  D (1)(3)    136662 (3)  (4) (4)Common Stock 136662 $15.99 (3)0 D  
Restricted Stock Units  (2)3/3/2022  A (3)  296521     (5) (5)Common Stock 296521 $0.00 365431 D  
Restricted Stock Units  (2)3/3/2022  D (1)(3)    365431 (3)  (5) (5)Common Stock 365431 $15.99 (3)0 D  

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Cline Keith A.
125 E. JOHN CARPENTER FRWY.
STE. 1650
IRVING, TX 75062
X
President & CEO

Signatures
/s/ Mark M. Chloupek, as Attorney-in-fact3/7/2022
**Signature of Reporting PersonDate


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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
CorePoint Lodging (NYSE:CPLG)
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부터 5월(5) 2024 으로 6월(6) 2024 CorePoint Lodging 차트를 더 보려면 여기를 클릭.
CorePoint Lodging (NYSE:CPLG)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024 CorePoint Lodging 차트를 더 보려면 여기를 클릭.