Form 4 ILG, Inc. For: Dec 19 Filed by: Williams Stephen G.

December 21, 2017 7:35 PM EST

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).

1. Name and Address of Reporting Person ^*

Williams Stephen G.

(Last)

(First)

(Middle)

6262 SUNSET DRIVE

(Street)

MIAMI

33143

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ILG, Inc. [ ILG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
COO, Vistana Signature Exp

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2017

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)
Common stock	12/19/2017		A		224	A	$ 27.82	95,840 ⁽²⁾	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)
Retricted Stock Units	$ 0	12/19/2017		A		255		⁽¹⁾	⁽¹⁾	Common stock	255	$ 0	47,508 ⁽³⁾	D
Retricted Stock Units	$ 0	12/19/2017		A		95		⁽¹⁾	⁽¹⁾	Common stock	95	$ 0	17,827 ⁽⁴⁾	D

Explanation of Responses:

1. The rights accrued when and as cash dividends were reinvested in securities and vest on the same terms as the RSUs to which they relate with vested shares delivered shortly after vesting.

2. Includes 41,864 shares of restricted stock granted pursuant to ILG's 2013 Stock and Incentive Compensation Plan, including 224 shares of restricted stock issued effective December 19, 2017 in connection with the company's cash dividend, all of which are subject to forfeiture under certain conditions.

3. Represents 47,253 RSUs originally granted on May 12, 2016 plus prior dividends and 255 RSUs issued effective December 19, 2017 in connection with the company's cash dividend.

4. Represents 17,732 RSUs originally granted on February 14, 2017 plus 95 RSUs issued effective December 19, 2017 in connection with the company's cash dividend.

	/s/ Michele L. Keusch, attorney-in-fact	12/21/2017
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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Form 4 ILG, Inc. For: Dec 19 Filed by: Williams Stephen G.

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