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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 | ||||||||
OP Units (1) | (2) | 02/14/2012 | (3) | Common Stock | 0 | 17,000 | D | ||||||||
OP Units (1) | (2) | 02/14/2012 | (3) | Common Stock | 0 | 1,500,879 | I | By entity affiliated with filer | |||||||
OP Units (1) | (2) | 09/30/2012 | J(4) | 108,316 | 02/14/2012 | (3) | Common Stock | 108,316 | (5) | 1,392,563 | I | By entity affiliated with filer | |||
OP Units (1) | (2) | 09/30/2012 | J(4) | 208,570 | 02/14/2012 | (3) | Common Stock | 208,570 | (5) | 225,570 | D | ||||
OP Units (1) | (2) | 09/30/2012 | J(6) | 1,183,993 | 02/14/2012 | (3) | Common Stock | 1,183,993 | (5) | 1,409,563 | D | ||||
OP Units (1) | (2) | 01/02/2013 | M(7) | 1,409,552 | 02/14/2012 | (3) | Common Stock | 1,409,552 | (8) | 11 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Boekelheide Kerry W 2701 SOUTH MINNESOTA AVE., STE. 2 SIOUX FALLS, SD 57105 |
X | Executive Chairman |
/s/ Kerry W. Boekelheide | 01/03/2013 | |
**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 common units of limited partnership interest ("OP Units") in Summit Hotel OP, LP, the operating partnership of the Issuer (the "Operating Partnership"). On February 14, 2011, the Operating Partnership issued an aggregate of 1,517,879 OP Units to the Reporting Person and certain entities affiliated with the Reporting Person. |
(2) | Holders of OP Units have redemption rights that enable them to cause the Operating Partnership to redeem their OP Units for cash or, at the option of the Issuer, for shares of Common Stock on a one-for-one basis beginning one year after the issuance of the OP Units. |
(3) | Not applicable. |
(4) | On September 30, 2012, certain entities affiliated with the Reporting Person were dissolved and an aggregate of 108,316 OP Units were distributed by these entities to individuals who are not affiliated with the Issuer and 208,570 OP Units were distributed by these entities to the Reporting Person. |
(5) | The value of each OP Unit distributed on September 30, 2012 was $8.54, based on the price per share of the Issuer's common stock on September 28, 2012. |
(6) | On September 30, 2012, The Summit Group Inc. ("SGI"), an entity that was wholly owned by the Reporting Person, distributed an aggregate of 1,183,993 OP Units to the Reporting Person. |
(7) | On October 17, 2012, the Reporting Person tendered for redemption an aggregate of 1,409,552 OP Units in accordance with the Operating Partnership's partnership agreement. On January 2, 2012, the Issuer issued an aggregate of 1,409,552 shares of common stock to the Reporting Person in connection with the Reporting Person's redemption request. |
(8) | The value of each OP Unit tendered for redemption by the Reporting Person was $9.62 as of the redemption date, based on the price per share of the Issuer's common stock on January 2, 2012. |