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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 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 | ||||||||
| Stock Settled Stock Appreciation Right | $ 72.97 | 05/31/2018 | D(6) | 22,256 | (6) | 02/27/2020 | Common Stock | 22,256 | (6) | 0 | D | ||||
| Stock Settled Stock Appreciation Right | $ 32.28 | 05/31/2018 | A(6) | 22,256 | 05/31/2018 | 02/27/2020 | Common Stock | 22,256 | (6) | 22,256 | D | ||||
| Stock Settled Stock Appreciation Right | $ 91.81 | 05/31/2018 | D(7) | 50,539 | (7) | 02/26/2021 | Common Stock | 50,539 | (7) | 0 | D | ||||
| Stock Settled Stock Appreciation Right | $ 40.62 | 05/31/2018 | A(7) | 50,539 | 05/31/2018 | 02/26/2021 | Common Stock | 50,539 | (7) | 50,539 | D | ||||
| Stock Settled Stock Appreciation Right | $ 71.65 | 05/31/2018 | D(8) | 109,489 | (8) | 02/25/2022 | Common Stock | 109,489 | (8) | 0 | D | ||||
| Stock Settled Stock Appreciation Right | $ 31.7 | 05/31/2018 | A(8) | 109,489 | 05/31/2018 | 02/25/2022 | Common Stock | 109,489 | (8) | 109,489 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HOLMES STEPHEN P C/O WYNDHAM DESTINATIONS, INC. 6277 SEA HARBOR DRIVE ORLANDO, FL 32821 |
X | |||
| /s/ Carlos C. Clark as Attorney-in-Fact for Stephen P. Holmes | 06/04/2018 | |
| **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) | Common stock acquired upon vesting on May 31, 2018, in connection with the Registrant's spin-off transaction (the "Spin-Off"), of performance vested restricted stock units previously granted under the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan (the "Plan"). |
| (2) | Includes previously reported shares of common stock. |
| (3) | Common stock acquired under the Plan upon vesting on May 31, 2018, in connection with the Spin-Off, of restricted stock units previously granted under the Plan. |
| (4) | Restricted stock units granted on June 1, 2018 under the Plan for service as a non-employee director of the Registrant. The units vest in four equal installments on each of the first four anniversaries of June 1, 2018, subject to the reporting person's continued service with the Registrant. The reporting person will receive one share of common stock for each vested restricted stock unit. |
| (5) | Includes previously reported restricted stock units. |
| (6) | The two reported transactions involve an adjustment to outstanding Stock Settled Stock Appreciation Rights ("SSARs") previously granted under the Plan in connection with the Spin-Off, resulting in the deemed cancellation of the existing SSARs and the grant of replacement SSARs. The SSARs were originally granted on February 27, 2014. The SSARs vested on May 31, 2018, and each SSAR confers upon the reporting person the right to receive an amount in common stock equal to the excess of the fair market value of a share of common stock on the date of exercise over the exercise price of the SSAR. |
| (7) | The two reported transactions involve an adjustment to outstanding SSARs previously granted under the Plan in connection with the Spin-Off, resulting in the deemed cancellation of the existing SSARs and the grant of replacement SSARs. The SSARs were originally granted on February 27, 2015. The SSARs vested on May 31, 2018, and each SSAR confers upon the reporting person the right to receive an amount in common stock equal to the excess of the fair market value of a share of common stock on the date of exercise over the exercise price of the SSAR. |
| (8) | The two reported transactions involve an adjustment to outstanding SSARs previously granted under the Plan in connection with the Spin-Off, resulting in the deemed cancellation of the existing SSARs and the grant of replacement SSARs. The SSARs were originally granted on February 27, 2016. The SSARs vested on May 31, 2018, and each SSAR confers upon the reporting person the right to receive an amount in common stock equal to the excess of the fair market value of a share of common stock on the date of exercise over the exercise price of the SSAR. |
| Remarks: Exhibit 24 - Power of Attorney of Stephen P. Holmes | |