Edgar Filing: Moyle Bernard Thomas

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Moyle Bernard Thomas

2. Issuer Name and Ticker or Trading Symbol
Red Lion Hotels CORP [RLH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
E.V. P. & C.O.O.

(Last)

(First)

(Middle)

201 W NORTH RIVER DR. #100

3. Date of Earliest Transaction (Month/Day/Year)
01/19/2018

(Street)

SPOKANE, WA 99201

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/31/2018		A		414,000 ⁽¹⁾	A	$ 8.34 ⁽²⁾	1,104,000	I	By Corporation ⁽³⁾
Common Stock								46,214 ⁽⁴⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Moyle Bernard Thomas 201 W NORTH RIVER DR. #100 SPOKANE, WA 99201			E.V. P. & C.O.O.

Signatures

/s/Julie Langenheim, Attorney-in-fact		02/02/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	On January 19, 2018, Thirty-Eight Street, Inc. ("TESI") of which the reporting person is the Chief Operating Officer and holds 50% of the outstanding shares, became entitled to receive 414,000 shares of RLH common stock pursuant to an Asset Purchase Agreement dated September 30, 2016 between RLH, Vantage Hospitality Group, Inc., and TESI. The asset purchase agreement provided TESI would become eligible to earn an additional 414,000 shares of RLH common stock, for no additional consideration, upon the attainment of certain performance criteria, specifically the retention of Vantage properties under franchise or membership license agreements during the 12 months ended September 30, 2017. The reporting person's right to receive additional shares became fixed and irrevocable on September 30, 2016, the effective date of the Vantage acquisition.
(2)	The price is based on the closing price on September 30, 2016, the date of the Vantage acquisition.
(3)	Represents shares held by Thirty-Eight Street, Inc., a Florida corporation ("TESI"). Mr. Moyle disclaims beneficial ownership of the portion of these shares in which he does not have any pecuniary interest. Mr. Moyle holds 50% of the outstanding shares of TESI and serves as its Chief Operating Officer.
(4)	Amount includes total number of restricted stock units held.

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