SEC FORM 5 SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
Form 3 Holdings Reported.
X
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
WAGONER PAMELA K

(Last) (First) (Middle)
6903 ROCKLEDGE DRIVE
SUITE 1500

(Street)
BETHESDA MD 20817

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HOST MARRIOTT CORP/ [ HMT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 11/29/2004 S4(1) 14,627 D $8.24 34,327 D
Common Stock 11/29/2004 S4(1) 18,750 D $7.6 15,577 D
Common Stock 11/29/2004 S4(1) 8,250 D $7.095 7,327 D
Deferred Bonus Stock Award 1,288 D
Restricted Stock 11,126 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $7.095 11/02/2001 11/02/2016 Common Stock 2,750 2,750 D
Non-Qualified Stock Option (right to buy) $7.6 10/08/2001 10/08/2016 Common Stock 6,250 6,250 D
Non-Qualified Stock Option (right to buy) $8.24 11/01/2002 11/01/2017 Common Stock 14,628 14,628 D
Explanation of Responses:
1. The transactions reported on this Form 5 were from an exercise of stock options that occurred in 2004 and previously reported on reporting person's Form 4; however the sale of the stock option exercise from the common stock was inadvertently not reported. Thus, reporting person is reporting the sale of the common stock that occurred in 2004 to rectify the error that occurred in 2004.
By: Elizabeth A. Abdoo For: Pamela K. Wagoner 02/14/2006
** 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).
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