Statement of Changes in Beneficial Ownership (4)
07 März 2023 - 11:01PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Bennett Monty J |
2. Issuer Name and Ticker or Trading Symbol
ASHFORD HOSPITALITY TRUST INC
[
AHT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
14185 DALLAS PARKWAY, SUITE 1200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/3/2023 |
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(Street)
DALLAS, TX 75254
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | | | | | | | | 4139 | D | |
| Common Stock | | | | | | | | 7612 | I | By MJB Investments, LP |
| Common Stock | | | | | | | | 3583 | I | By Dartmore, LP |
| Common Stock | | | | | | | | 740 | I | By Reserve, LP IV |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
| Performance LTIP Units (2023) (1) | $0.00 (1) | 3/3/2023 | | A (2) | | 218345 (3) | | 12/31/2025 | 12/31/2025 | Common Stock | 218345 (3) | $0.00 (1) | 218345 (3) | D | |
| Performance LTIP Units (2022) (1) | $0.00 (1) | | | | | | | 12/31/2024 | 12/31/2024 | Common Stock | 481050 (3) | | 481050 (3) | I | Texas Yarrow LLC - 2022 PS |
| Performance LTIP Units (2021) (1) | $0.00 (1) | | | | | | | 3/13/2023 | 3/13/2023 | Common Stock | 122149 (3) | | 122149 (3) | I | Texas Yarrow 2021 |
| Special Limited Partnership Units (4) | $0.00 (4) | | | | | | | (5) | (6) | Common Stock | 48860 (4) | | 48860 (4) | I | Texas Yarrow 2021 |
| Special Limited Partnership Units (4) | $0.00 (4) | | | | | | | (5) | (6) | Common Stock | 2003 (4) | | 2003 (7) | D | |
| Special Limited Partnership Units (4) | $0.00 (4) | | | | | | | (5) | (6) | Common Stock | 7148 (4) | | 7148 (7) | I | By MJB Operating, LP |
| Common Limited Partnership Units (8) | $0.00 (8) | | | | | | | (8) | (6) | Common Stock | 9668 (8) | | 9668 (9) | I | By MJB Operating, LP |
| Common Limited Partnership Units (8) | $0.00 (8) | | | | | | | (8) | (6) | Common Stock | 25359 (8) | | 25359 (9) | I | By Dartmore, LP |
| Common Limited Partnership Units (8) | $0.00 (8) | | | | | | | (8) | (6) | Common Stock | 1771 (8) | | 1771 (9) | I | By MJB Investments, LP |
| Common Limited Partnership Units (8) | $0.00 (8) | | | | | | | (8) | (6) | Common Stock | 5497 (8) | | 5497 (9) | I | By Reserve, LP IV |
| Common Limited Partnership Units (8) | $0.00 (8) | | | | | | | (8) | (6) | Common Stock | 3968 (8) | | 3968 (9) | I | By Reserve, LP III |
| Common Limited Partnership Units (8) | $0.00 (8) | | | | | | | (8) | (6) | Common Stock | 4716 (8) | | 4716 (9)(10) | I | By Ashford Financial Corporation |
| Explanation of Responses: |
| (1) | Each performance LTIP unit ("Performance LTIP Unit") award represents a special long-term incentive partnership unit ("LTIP Unit") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"), subject to specified performance-based vesting criteria. |
| (2) | The Reporting Person received the Performance LTIP Units and LTIP Units awards reported herein under the Issuer's 2021 Stock Incentive Plan. |
| (3) | Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 250% of the target number of LTIP Units. The actual number of Performance LTIP Units that may vest can range from 0% to 250% of the target number of Performance LTIP Units, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder return, the Performance LTIP Units will generally vest on December 31, 2023 (with respect to the 2021 grant), December 31, 2024 (with respect to the 2022 grant) and December 31, 2025 (with respect to the 2023 grant). Vested LTIP Units, upon achieving parity with the Common Units (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 8 discussing the convertibility of the Common Units. |
| (4) | Represents special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Units, are convertible into Common Units at the option of the Reporting Person. See Footnote 8 discussing the convertibility of the Common Units. |
| (5) | The LTIP Units reported herein vest in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant. See Footnote 8 discussing the convertibility of vested LTIP Units. |
| (6) | Neither the Common Units nor the LTIP Units have an expiration date. |
| (7) | Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes. |
| (8) | Common Limited Partnership Units of the Subsidiary ("Common Units"). Common Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis. |
| (9) | Reflects the aggregate number of Common Units currently held directly or indirectly, as noted, by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 8 discussing the convertibility of the Common Units. |
| (10) | Reflects only the Reporting Person's pecuniary interest in the aggregate number of Common Units held directly by Ashford Financial Corporation. The Reporting Person hereby disclaims any interest in all other securities of the Issuer held directly by Ashford Financial Corporation. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Bennett Monty J
14185 DALLAS PARKWAY, SUITE 1200
DALLAS, TX 75254 | X |
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Signatures
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| /s/ Monty J. Bennett | | 3/7/2023 |
| **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 control number. |
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