Sec Form 13G Filing - W. P. Carey Inc. (WPC) filing for Watermark Lodging Trust Inc.Watermark Lodging Trust Inc. - 2020-04-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No._)*

(Name of Issuer)

Common Stock - Class A, par value $0.001 per share

(Title of Class of Securities)

14179D107

14179D206

(CUSIP Number)

April 13, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

*                 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Item 1(a).                       Name of Issuer

Carey Watermark Investors 2 Incorporated (the “Issuer”)

Item 1(b).                      Address of the Issuer’s Principal Executive Offices

150 North Riverside Plaza, Suite 4200, Chicago, Illinois 60606

Item 2(a).                      Names of Person Filing

This Statement is filed on behalf of the following person:

(1) W. P. Carey Inc., a Maryland corporation (“WPC”),

(2) Carey REIT II, Inc., a Maryland corporation (“Carey REIT”),

(3) Carey Lodging Advisors LLC, Delaware limited liability company (“Carey Lodging”), and

(4) WPC Holdco LLC, a Maryland limited liability company (“Holdco” and together with WPC, Carey REIT and Carey Lodging, the “Reporting Persons”).

The agreement made among the Reporting Persons relating to the joint filing of this Schedule 13G is attached hereto as Exhibit 99.1.

Item 2(b).                       Address of the Principal Business Office, or if none, Residence:

The address of the principal business and principal office of each of the Reporting Person is:

50 Rockefeller Plaza, New York, NY 10020.

Item 2(c).                        Citizenship

(1) WPC is a Maryland corporation,

(2) Carey REIT is a Maryland corporation,

(3) Carey Lodging is a Delaware limited liability company, and

(4) Holdco is a Maryland limited liability company.

Item 2(d).                       Title of Class of Securities

Common Stock - Class A, par value $0.001 per share

Common Stock - Class T, par value $0.001 per share

Item 2(e).                        CUSIP Number

14179D107 and 14179D206

Item 3.                                      If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

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Item 4.                                      Ownership

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

The ownership information represents beneficial ownership of common stock of the Issuer as of April 13, 2020, based upon 167,508,671 shares of Common Stock - Class A, par value $0.001 per share and 61,175,257 shares of Common Stock - Class T, par value $0.001 per share outstanding as of April 13, 2020.

Item 5.                                      Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6.                                      Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.                                      Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

See Exhibit 99.1.

Item 8.                                      Identification and Classification of Members of the Group

See Exhibit 99.1.

Item 9.                                      Notice of Dissolution of Group

Not applicable.

Item 10.                               Certification

By signing below each of the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATE: April 13, 2020

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001)

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