SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Medzigian Michael G

(Last) (First) (Middle)
C/O CAREY WATERMARK INVESTORS INC.
50 ROCKEFELLER PLAZA

(Street)
NEW YORK NY 10020

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Carey Watermark Investors Inc [ NONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO & President
3. Date of Earliest Transaction (Month/Day/Year)
03/18/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/18/2020 A 21,277.269(1) A $10.39 21,277.269 I By CWA, LLC
Common Stock 04/01/2020 A 9,220.15(2) A $10.39 30,497.419 I By CWA, LLC
Common Stock 04/06/2020 J(3) 13,418.865 D $10.39(3) 17,078.554 I By CWA, LLC
Common Stock 04/13/2020 D 17,078.554 D (4) 0 I By CWA, LLC
Common Stock 04/13/2020 D 91,870.956(5) D (6) 0 I By Michael G. Medzigian Revocable Trust
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 (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 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: 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
Explanation of Responses:
1. Represents asset management fees paid in shares of the Issuer for the period from March 1, 2020 through March 31, 2020 at the election of the Reporting Person under the terms of the subadvisory agreement between CWA, LLC, the Subadvisor, which is wholly owned by the Reporting Person, and the advisor to the Issuer.
2. Represents asset management fees paid in shares of the Issuer for the period from April 1, 2020 through April 13, 2020 at the election of the Reporting Person under the terms of the subadvisory agreement between CWA, LLC, the Subadvisor, which is wholly owned by the Reporting Person, and the advisor to the Issuer.
3. Represents the rescission, effective as of the original issue date, of a number of shares from the issuances of Common Stock that occurred on March 18, 2020 and April 1, 2020 that were erroneously issued in shares instead of cash.
4. Disposed of pursuant to a merger agreement among the Issuer ("CWI 1"), Carey Watermark Investors 2 Incorporated ("CWI 2") and a wholly owned subsidiary of CWI 2, in which each share of CWI 1 common stock owned was exchanged for 0.9106 shares of CWI 2 Class A common stock in the merger, which is equivalent to $10.39 per share based on CWI 2's last estimated net asset value of $11.41 per share as of December 31, 2018, for a total of 15,551.7310 shares of CWI 2 Class A common stock.
5. Includes 11,526.360 shares previously acquired under the Issuer's distribution reinvestment plan.
6. Disposed of pursuant to a merger agreement among CWI 1, CWI 2 and a wholly owned subsidiary of CWI 2, in which each share of CWI 1 common stock owned was exchanged for 0.9106 shares of CWI 2 Class A common stock in the merger, which is equivalent to $10.39 per share based on CWI 2's last estimated net asset value of $11.41 per share as of December 31, 2018, for a total of 83,657.6920 shares of CWI 2 Class A common stock.
Remarks:
/s/ James A. Fitzgerald, Attorney-in-fact 04/15/2020
** Signature of Reporting Person Date
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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