As filed with the Securities and Exchange Commission on April 14, 2015

 

Registration No. 333-191913

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 3

 

TO

 

Form S-11

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Carey Watermark Investors Incorporated

(Exact name of registrant as specified in its charter)

 

 

 

Michael G. Medzigian
Carey Watermark Investors Incorporated
50 Rockefeller Plaza
New York, New York 10020
(212) 492-1100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

 

With a copy to:

Kathleen L. Werner, Esq.

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

 

Approximate date of commencement of proposed sale to public:

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:   o

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:    x

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  o

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box:  o

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box:  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		o		Accelerated filer	o
Non-accelerated filer		x  (Do not check if a smaller reporting company)		Smaller reporting company	o

 

EXPLANATORY NOTE

 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment No. 3 relates to the Registration Statement on Form S-11 (Registration No. 333-191913) filed by Carey Watermark Investors Incorporated (“CWI”) with the Securities and Exchange Commission on October 25, 2013 registering up to $650,000,000 in shares of common stock, par value $0.001 per share (the “Registration Statement”).

 

CWI has terminated all offerings of its securities under the Registration Statement. In accordance with an undertaking made by CWI in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance which remain unsold at the termination of the offering, CWI hereby removes from registration all of such securities of CWI registered but unsold under the Registration Statement.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 14, 2015.

 

	CAREY WATERMARK INVESTORS INCORPORATED
	By:	/s/ Michael G. Medzigian
		Michael G. Medzigian
		Chief Executive Officer

 

Note: No other person is required to sign this Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 in reliance on Rule 478 of the Securities Act of 1933, as amended.

 

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