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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 Unit (right to convert) | (1) | 02/15/2006 | C | 8,154 | (1) | (1) | Common Stock | 8,154 | (1) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BARBIERI RICHARD L 201 W. NORTH RIVER DR. STE 100 SPOKANE, WA 99201 |
X |
/s/ Julie M. Langenheim, Attorney-in-fact | 07/25/2006 | |
**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 8,154 units of limited partnerhip ("OP Units") of Red Lion Hotels limited Partnership (RLHLP), of which Red Lion Hotels Corporation is the general partner. Under the Agreement of Limited Partnership of RLHLP, as amended, the reporting person has the right to put the OP Units to RLHLP, in which event either RLHLP must redeem the units for cash, or the general partner must acquire them for cash or in exchange for an equal number of shares of its common stock. The OP Units do not have an expiration date. On 2/1/2006 the reporting person elected to put his OP Units to RLHLP. On 2/15/06, Red Lion Hotels Corporation, the general partner, elected to redeem the reporting person's OP Units for an equal number of shares of its common stock. |
(2) | Pursuant to an Underwriting Agreement dated May 16, 2006 between the issuer, certain selling shareholders of the issuer and JMP Securities LLC, as representative of the several underwriters (collectively, the "Underwriters"), the reporting person sold to the Underwriters an aggregate of 200,000 shares of Common Stock at $10.395 per share. This offering was effected pursuant to a registration statement on Form S-3 under the Securities Act of 1933, as amended, filed by the Company with the Securities and Exchange Commission on April 13, 2006 (File No. 333-133287), as amended to date, which includes a prospectus dated May 16, 2006. |
(3) | Stock issued pursuant to Directors compensation plan as described in the issuer's 2006 Proxy Statement. |