Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WELCH ANDREW J
   2. Issuer Name and Ticker or Trading Symbol
Xenia Hotels & Resorts, Inc. [XHR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
C/O XENIA HOTELS & RESORTS, INC., 200 S. ORANGE AVENUE, SUITE 1200		 3. Date of Earliest Transaction (Month/Day/Year)
02/04/2015
(Street)

ORLANDO, FL 32801		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 02/04/2015   A   146 (1) A $ 0 146 D  

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Share Units $ 0 (2) 02/04/2015   A   20,330   03/12/2017(3) 03/12/2017(3) Common Stock 20,330 $ 0 20,330 D  
Share Units $ 0 (2) 02/04/2015   A   25,847     (4)   (4) Common Stock 25,847 $ 0 25,847 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WELCH ANDREW J
C/O XENIA HOTELS & RESORTS, INC.
200 S. ORANGE AVENUE, SUITE 1200
ORLANDO, FL 32801		       See Remarks  

Signatures

 /s/ Marcel Verbaas as Attorney-in-Fact   02/06/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares of Common Stock granted to the Reporting Person pursuant to the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan in order to satisfy certain state law requirements relating to obtaining liquor licenses for properties belonging to the Issuer.
(2) Each share unit represents the contingent right to receive one share of Common Stock.
(3) The annual share units issued under the Xenia Hotels & Resorts, Inc. 2014 Share Unit Plan (the "2014 Share Unit Plan") vest and become payable on March 12, 2017. The annual share units will be settled in Common Stock or the cash equivalent thereof upon vesting, subject to earlier settlement upon termination of the Reporting Person's employment with the Issuer by the Reporting Person for Good Reason (as defined in the award agreement or the 2014 Share Unit Plan) or by the Issuer without Cause (as defined in the award agreement or the 2014 Share Unit Plan), and subject to earlier settlement in cash upon the Reporting Person's death or disability.
(4) The contingent share units issued under the 2014 Share Unit Plan vest and become payable in three equal annual installments beginning on February 4, 2016. The contingent share units will be settled in Common Stock or the cash equivalent thereof upon vesting, subject to earlier settlement upon termination of the Reporting Person's employment with the Issuer by the Reporting Person for Good Reason (as defined in the award agreement or the 2014 Share Unit Plan) or by the Issuer without Cause (as defined in the award agreement or the 2014 Share Unit Plan), and subject to earlier settlement in cash upon the Reporting Person's death or disability.
 
Remarks:
Executive Vice President, Chief Financial Officer and Treasurer

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