Statement of Changes in Beneficial Ownership (4)
November 18 2019 - 4:49PM
Edgar (US Regulatory)
FORM 4
[ ]
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
Coliseum Capital Management, LLC |
2. Issuer Name and Ticker or Trading Symbol
Red Lion Hotels CORP
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RLH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
105 ROWAYTON AVE. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/14/2019 |
(Street)
ROWAYTON, CT 06853
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 11/14/2019 | | P | | 537000 | A | $2.63 (1) | 4200871 | I | See Footnotes (2)(3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 of Derivative Security: 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) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.61 to $2.63, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
(2) | The common stock, par value $0.01 per share ("Common Stock"), is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, and (b) a separate account investment advisory client of CCM (the "Separate Account"). |
(3) | Christopher S. Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CC and CCM. Each of Shackelton, Gray, CC, CCM, and CCP disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein. |
(4) | Following the transactions reported herein, CCP and the Separate Account directly owned 3,058,355 and 1,142,516 shares of Common Stock, respectively. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Coliseum Capital Management, LLC 105 ROWAYTON AVE. ROWAYTON, CT 06853 |
| X |
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Coliseum Capital, LLC 105 ROWAYTON AVE. ROWAYTON, CT 06853 |
| X |
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COLISEUM CAPITAL PARTNERS, L.P. 105 ROWAYTON AVE. ROWAYTON, CT 06853 |
| X |
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Gray Adam 105 ROWAYTON AVE. ROWAYTON, CT 06853 |
| X |
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Shackelton Christopher S 105 ROWAYTON AVE. ROWAYTON, CT 06853 |
| X |
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Signatures
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Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact | | 11/18/2019 |
**Signature of Reporting Person | Date |
Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact | | 11/18/2019 |
**Signature of Reporting Person | Date |
Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact | | 11/18/2019 |
**Signature of Reporting Person | Date |
Adam Gray, By: /s/ Chivonne Cassar, Attorney-in-fact | | 11/18/2019 |
**Signature of Reporting Person | Date |
Christopher Shackelton, By: /s/ Chivonne Cassar, Attorney-in-fact | | 11/18/2019 |
**Signature of Reporting Person | Date |
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