SEC FORM 4

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Medzigian Michael G

(Last)

(First)

(Middle)

C/O CAREY WATERMARK INVESTORS 2 INC.

50 ROCKEFELLER PLAZA

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Carey Watermark Investors 2 Inc [ NONE ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2020

4. If Amendment, Date of 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

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)
Class A Common Stock	03/18/2020		A		19,598.169⁽¹⁾	A	$11.41	19,598.169	I	By CWA2, LLC
Class A Common Stock	04/01/2020		A		8,492.54⁽²⁾	A	$11.41	28,090.709	I	By CWA2, LLC
Class A Common Stock	04/06/2020		J⁽³⁾		12,359.912	D	$11.41⁽³⁾	15,730.797	I	By CWA2, LLC
Class A Common Stock	04/13/2020		A		15,551.731	A	⁽⁴⁾	31,282.528	I	By CWA2, LLC
Class A Common Stock	04/13/2020		A		83,657.692	A	⁽⁵⁾	237,582.234⁽⁶⁾	I	By Michael G. Medzigian Revocable Trust
Class A Common Stock	04/13/2020		A⁽⁷⁾		394,390.8852	A	$0.00⁽⁷⁾	394,390.8852	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
OP Units	⁽⁸⁾	04/13/2020		A		1,284,047		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	1,284,047	⁽⁸⁾	1,284,047	I	By CWA, LLC⁽⁸⁾
OP Units	⁽⁹⁾	04/13/2020		A		1,133,949		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	1,133,949	⁽⁹⁾	1,133,949	I	By CWA2, LLC⁽⁹⁾

Explanation of Responses:

1. Represents asset management fees paid in shares of the Issuer for the period from March 1, 2020 through March 31, 2020 at the election of the Reporting Person under the terms of the subadvisory agreement between CWA2, LLC, the Subadvisor, which is wholly owned by the Reporting Person, and the advisor to the Issuer.

2. Represents asset management fees paid in shares of the Issuer for the period from April 1, 2020 through April 13, 2020 at the election of the Reporting Person under the terms of the subadvisory agreement between CWA2, LLC, the Subadvisor, which is wholly owned by the Reporting Person, and the advisor to the Issuer.

3. Represents the rescission, effective as of the original issue date, of a number of shares from the issuances of Common Stock that occurred on March 18, 2020 and April 1, 2020 that were erroneously issued in shares instead of cash.

4. Received in exchange for 17,078.5540 shares of Carey Watermark Investors Incorporated ("CWI 1") common stock in connection with the merger of a subsidiary of the Issuer with and into CWI 1, with CWI 1 surviving the merger as a wholly-owned subsidiary of the Issuer. The most recent estimated net asset value of CWI 1's common stock was $10.39 per share, and the most recent estimated net asset value of the Issuer's Class A common stock was $11.41 per share.

5. Received in exchange for 91,870.956 shares of CWI 1 common stock in connection with the merger of a subsidiary of the Issuer with and into CWI 1, with CWI 1 surviving the merger as a wholly-owned subsidiary of the Issuer. The most recent estimated net asset value of CWI 1's common stock was $10.39 per share, and the most recent estimated net asset value of the Issuer's Class A common stock was $11.41 per share.

6. Includes 5,107.4180 shares previously received in the form of a dividend payable in shares of the Issuer's stock, and 17,454.6560 shares previously acquired under the Issuer's dividend reinvestment plan.

7. Represents restricted share units granted pursuant to an employment agreement, which are scheduled to vest in four equal annual installments on each anniversary of the date of grant and are convertible on a one-for-one basis into shares of the Issuer's Class A common stock.

8. Represents issuance of OP Units of CWI 2 OP, L.P. to CWA, LLC, which is wholly owned by the Reporting Person, received for contribution of special general partnership interest in CWI 1 OP, L.P. The OP Units are convertible for a number of shares of Class A Common Stock of equivalent value, at any time at the option of the holder and without expiration, for no additional consideration.

9. Represents issuance of OP Units of CWI 2 OP, L.P. to CWA2, LLC, which is wholly owned by the Reporting Person, received for contribution of special general partnership interest in CWI 2 OP, L.P. The OP Units are convertible for a number of shares of Class A Common Stock of equivalent value, at any time at the option of the holder and without expiration, for no additional consideration.

Remarks:

	/s/ James A. Fitzgerald, Attorney-in-fact	04/15/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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