SEC Form SC 13G/A filed by Travel Leisure Co. Common Stock (Amendment)

1/18/22 3:48:52 PM ET

Hotels/Resorts

Consumer Discretionary

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SC 13G/A 1 travelleisure13ga4123121.htm

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Travel & Lesiure Co.

Common Stock

(Title of Class of Securities)

98310W108

(CUSIP Number)

December 31, 2021

(Date of Event which Requires Filing of this Statement)

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

[	X	] Rule 13d-1(b)
[		] Rule 13d-1(c)
[		] 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 the 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).

SCHEDULE 13G
CUSIP No. 98310W108

			1.		Names of Reporting Persons. Iridian Asset Management LLC I.R.S. Identification Nos. of above persons (entities only).

			2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X ] (b) [ ]

			3.		SEC USE ONLY

			4.		Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:					5.	Sole Voting Power N/A

					6.	Shared Voting Power N/A

					7.	Sole Dispositive Power N/A

					8.	Shared Dispositive Power N/A

			9.		Aggregate Amount Beneficially Owned by Each Reporting Person N/A

			10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

			11.		Percent of Class Represented by Amount in Row (9) N/A

			12.		Type of Reporting Person IA

2
SCHEDULE 13G
CUSIP No. 98310W108

			1.		Names of Reporting Persons. David L. Cohen I.R.S. Identification Nos. of above persons (entities only).

			2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ X ] (b) [ ]

			3.		SEC USE ONLY

			4.		Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With:					5.	Sole Voting Power N/A

					6.	Shared Voting Power N/A

					7.	Sole Dispositive Power N/A

					8.	Shared Dispositive Power N/A

			9.		Aggregate Amount Beneficially Owned by Each Reporting Person N/A

			10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

			11.		Percent of Class Represented by Amount in Row (9) N/A

			12.		Type of Reporting Person IN

3
SCHEDULE 13G
CUSIP No. 98310W108

			1.		Names of Reporting Persons. Harold J. Levy I.R.S. Identification Nos. of above persons (entities only).

			2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ]

			3.		SEC USE ONLY

			4.		Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With:					5.	Sole Voting Power N/A

					6.	Shared Voting Power N/A

					7.	Sole Dispositive Power N/A

					8.	Shared Dispositive Power N/A

			9.		Aggregate Amount Beneficially Owned by Each Reporting Person N/A

			10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

			11.		Percent of Class Represented by Amount in Row (9) N/A

			12.		Type of Reporting Person IN

4 This Statement amends in its entirety the statement filed for the period ended December 31, 2020.
Item 1.
	(a)	Name of Issuer Travel & Leisure Co.
	(b)	Address of Issuer's Principal Executive Offices 6277 Sea Harbor Drive, Orlando, FL 32821

Item 2.
	(a)	Name of Person Filing This Statement is being filed by and on behalf of Iridian Asset Management LLC ("Iridian"), David L. Cohen ("Cohen") and Harold J. Levy ("Levy") (collectively, the "Reporting Persons"). Iridian is majority owned by Arovid Associates LLC, a Delaware limited liability company owned and controlled by the following: 12.5% by Cohen, 12.5% by Levy, 37.5% by LLMD LLC, a Delaware limited liability company, and 37.5% by ALHERO LLC, a Delaware limited liability company. LLMD LLC is owned 1% by Cohen, and 99% by a family trust controlled by Cohen. ALHERO LLC is owned 1% by Levy and 99% by a family trust controlled by Levy.
	(b)	Address of Principal Business Office or, if none, Residence The principal business address of the Reporting Persons is 276 Post Road West, Westport, CT 06880-4704.
	(c)	Citizenship or Place of Organization Iridian is a Delaware limited liability company. Cohen and Levy are US citizens.
	(d)	Title of Class of Securities Common Stock, $.01 par value, of Wyndham Destinations, Inc.
	(e)	CUSIP Number 98310W108

Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	[ ]		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	[ ]		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	[ ]		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	[ ]		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	[ ]		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	[ ]		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	[ ]		A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	[ ]		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[ ]		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	[ x]		Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.		Ownership.
	(a) and (b)	Amount beneficially owned and Percent of Class: Not applicable.

	(c)	Power to vote or dispose. Not applicable.

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 [XX].

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
Not Applicable.

Item 8.		Identification and Classification of Members of the Group
Iridian is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, and its principal business is managing a number of accounts containing securities over which Iridian has voting and dispositive power. Each of Messrs. Cohen and Levy has a controlling interest in Iridian, and serves as Co-Chief Executive Officer and Co-Chief Investment Officer of Iridian.

Item 9.		Notice of Dissolution of Group
Not Applicable

Item 10.	Certification
By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have 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 such purpose or effect.

SIGNATURE
After reasonable inquiry and to the best of its or his knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: January 18, 2022
		IRIDIAN ASSET MANAGEMENT LLC
		By:	/s/ Jeffrey M. Elliott _________________________ Jeffrey M. Elliott
		Title:		Executive Vice President

		David L. Cohen
		By:	/s/ Jeffrey M. Elliott _________________________ Jeffrey M. Elliott
		Title:		Agent

		Harold J. Levy
		By:	/s/ Jeffrey M. Elliott __________________________ Jeffrey M. Elliott
		Title:		Agent

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Recent Analyst Ratings for

$TNL

Date	Price Target	Rating	Analyst
7/24/2025	$72.00	Neutral → Outperform	Mizuho
1/27/2025	$40.00 → $60.00	Underperform → Buy	BofA Securities
1/6/2025	$67.00	Overweight	Morgan Stanley
9/26/2024	$46.00 → $40.00	Equal Weight → Underweight	Barclays
9/18/2024	$44.00	Neutral	Goldman
3/26/2024	$55.00	Neutral	Mizuho
2/13/2024	$50.00	Mkt Outperform	JMP Securities
1/2/2024	$37.00 → $57.00	Hold → Buy	Jefferies

More analyst ratings

SEC Form SC 13G/A filed by Travel Leisure Co. Common Stock (Amendment)

1/18/22 3:48:52 PM ET

$TNL

Hotels/Resorts

Consumer Discretionary

Get the next $TNL alert in real time by email

SC 13G/A 1 travelleisure13ga4123121.htm

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Travel & Lesiure Co.

Common Stock

(Title of Class of Securities)

98310W108

(CUSIP Number)

December 31, 2021

(Date of Event which Requires Filing of this Statement)

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

[	X	] Rule 13d-1(b)
[		] Rule 13d-1(c)
[		] 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 the 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).

SCHEDULE 13G
CUSIP No. 98310W108

			1.		Names of Reporting Persons. Iridian Asset Management LLC I.R.S. Identification Nos. of above persons (entities only).

			2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X ] (b) [ ]

			3.		SEC USE ONLY

			4.		Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:					5.	Sole Voting Power N/A

					6.	Shared Voting Power N/A

					7.	Sole Dispositive Power N/A

					8.	Shared Dispositive Power N/A

			9.		Aggregate Amount Beneficially Owned by Each Reporting Person N/A

			10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

			11.		Percent of Class Represented by Amount in Row (9) N/A

			12.		Type of Reporting Person IA

2
SCHEDULE 13G
CUSIP No. 98310W108

			1.		Names of Reporting Persons. David L. Cohen I.R.S. Identification Nos. of above persons (entities only).

			2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ X ] (b) [ ]

			3.		SEC USE ONLY

			4.		Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With:					5.	Sole Voting Power N/A

					6.	Shared Voting Power N/A

					7.	Sole Dispositive Power N/A

					8.	Shared Dispositive Power N/A

			9.		Aggregate Amount Beneficially Owned by Each Reporting Person N/A

			10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

			11.		Percent of Class Represented by Amount in Row (9) N/A

			12.		Type of Reporting Person IN

3
SCHEDULE 13G
CUSIP No. 98310W108

			1.		Names of Reporting Persons. Harold J. Levy I.R.S. Identification Nos. of above persons (entities only).

			2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ]

			3.		SEC USE ONLY

			4.		Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With:					5.	Sole Voting Power N/A

					6.	Shared Voting Power N/A

					7.	Sole Dispositive Power N/A

					8.	Shared Dispositive Power N/A

			9.		Aggregate Amount Beneficially Owned by Each Reporting Person N/A

			10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

			11.		Percent of Class Represented by Amount in Row (9) N/A

			12.		Type of Reporting Person IN

4 This Statement amends in its entirety the statement filed for the period ended December 31, 2020.
Item 1.
	(a)	Name of Issuer Travel & Leisure Co.
	(b)	Address of Issuer's Principal Executive Offices 6277 Sea Harbor Drive, Orlando, FL 32821

Item 2.
	(a)	Name of Person Filing This Statement is being filed by and on behalf of Iridian Asset Management LLC ("Iridian"), David L. Cohen ("Cohen") and Harold J. Levy ("Levy") (collectively, the "Reporting Persons"). Iridian is majority owned by Arovid Associates LLC, a Delaware limited liability company owned and controlled by the following: 12.5% by Cohen, 12.5% by Levy, 37.5% by LLMD LLC, a Delaware limited liability company, and 37.5% by ALHERO LLC, a Delaware limited liability company. LLMD LLC is owned 1% by Cohen, and 99% by a family trust controlled by Cohen. ALHERO LLC is owned 1% by Levy and 99% by a family trust controlled by Levy.
	(b)	Address of Principal Business Office or, if none, Residence The principal business address of the Reporting Persons is 276 Post Road West, Westport, CT 06880-4704.
	(c)	Citizenship or Place of Organization Iridian is a Delaware limited liability company. Cohen and Levy are US citizens.
	(d)	Title of Class of Securities Common Stock, $.01 par value, of Wyndham Destinations, Inc.
	(e)	CUSIP Number 98310W108

Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	[ ]		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	[ ]		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	[ ]		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	[ ]		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	[ ]		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	[ ]		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	[ ]		A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	[ ]		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[ ]		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	[ x]		Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.		Ownership.
	(a) and (b)	Amount beneficially owned and Percent of Class: Not applicable.

	(c)	Power to vote or dispose. Not applicable.

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 [XX].

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
Not Applicable.

Item 8.		Identification and Classification of Members of the Group
Iridian is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, and its principal business is managing a number of accounts containing securities over which Iridian has voting and dispositive power. Each of Messrs. Cohen and Levy has a controlling interest in Iridian, and serves as Co-Chief Executive Officer and Co-Chief Investment Officer of Iridian.

Item 9.		Notice of Dissolution of Group
Not Applicable

Item 10.	Certification
By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have 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 such purpose or effect.

SIGNATURE
After reasonable inquiry and to the best of its or his knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: January 18, 2022
		IRIDIAN ASSET MANAGEMENT LLC
		By:	/s/ Jeffrey M. Elliott _________________________ Jeffrey M. Elliott
		Title:		Executive Vice President

		David L. Cohen
		By:	/s/ Jeffrey M. Elliott _________________________ Jeffrey M. Elliott
		Title:		Agent

		Harold J. Levy
		By:	/s/ Jeffrey M. Elliott __________________________ Jeffrey M. Elliott
		Title:		Agent

Get the next $TNL alert in real time by email

Recent Analyst Ratings for

$TNL

Date	Price Target	Rating	Analyst
7/24/2025	$72.00	Neutral → Outperform	Mizuho
1/27/2025	$40.00 → $60.00	Underperform → Buy	BofA Securities
1/6/2025	$67.00	Overweight	Morgan Stanley
9/26/2024	$46.00 → $40.00	Equal Weight → Underweight	Barclays
9/18/2024	$44.00	Neutral	Goldman
3/26/2024	$55.00	Neutral	Mizuho
2/13/2024	$50.00	Mkt Outperform	JMP Securities
1/2/2024	$37.00 → $57.00	Hold → Buy	Jefferies

More analyst ratings

SEC Form SC 13G/A filed by Travel Leisure Co. Common Stock (Amendment)

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SEC Form SC 13G/A filed by Travel Leisure Co. Common Stock (Amendment)

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Insider Purchases

Officer Brown Michael Dean bought $87,585 worth of shares (1,500 units at $58.39), increasing direct ownership by 0.35% to 427,821 units (SEC Form 4)

Officer Brown Michael Dean bought $93,314 worth of shares (2,000 units at $46.66), increasing direct ownership by 0.49% to 408,706 units (SEC Form 4)

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SEC Filings

Travel Leisure Co. Common Stock filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits

SEC Form 144 filed by Travel Leisure Co. Common Stock

Amendment: SEC Form SCHEDULE 13G/A filed by Travel Leisure Co. Common Stock

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Press Releases

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Insider Trading

Travel + Leisure Co. Declares Cash Dividend

Travel + Leisure Co. Announces Pricing of $500 Million of Senior Secured Notes Due 2033 With Optional Redemption

Travel + Leisure Co. Announces Launch of Senior Secured Notes Offering

Director Herrera George sold $133,060 worth of shares (2,200 units at $60.48), decreasing direct ownership by 80% to 559 units (SEC Form 4)

Officer Brown Michael Dean bought $87,585 worth of shares (1,500 units at $58.39), increasing direct ownership by 0.35% to 427,821 units (SEC Form 4)

Officer Richards Geoffrey exercised 124,454 shares at a strike of $42.53 and sold $7,785,606 worth of shares (124,454 units at $62.56) (SEC Form 4)

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Analyst Ratings

Travel + Leisure Co upgraded by Mizuho with a new price target

Travel + Leisure Co upgraded by BofA Securities with a new price target

Morgan Stanley initiated coverage on Travel + Leisure Co with a new price target

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Leadership Updates

Travel + Leisure Co. Appoints Erik Hoag as New Chief Financial Officer Amid Strategic Growth and Brand Portfolio Expansion

Travel + Leisure Co. Announces Retirement of CFO Mike Hug in 2025

Travel + Leisure GO and AllTrails Team Up on Bookable Outdoor Experiences in Honor of National Parks Week

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Large Ownership Changes