Statement of Changes in Beneficial Ownership (4)
07 März 2023 - 11:01PM
Edgar (US Regulatory)
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FORM 4
[ ] 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
Estimated average burden
hours per response... 0.5 |
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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 * Bennett Monty
J |
2. Issuer Name and Ticker or Trading
Symbol ASHFORD HOSPITALITY TRUST INC [ AHT ] |
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
|
|
(Street)
DALLAS, TX 75254
(City)
(State)
(Zip)
|
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 |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
|
|
|
|
|
|
|
4139 |
D |
|
|
Common Stock |
|
|
|
|
|
|
|
7612 |
I |
By MJB Investments, LP |
|
Common Stock |
|
|
|
|
|
|
|
3583 |
I |
By Dartmore, LP |
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Common Stock |
|
|
|
|
|
|
|
740 |
I |
By Reserve, LP IV |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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) |
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|
|
|
|
|
(8) |
(6) |
Common Stock |
25359 (8) |
|
25359 (9) |
I |
By Dartmore, LP |
|
Common Limited Partnership
Units (8) |
$0.00 (8) |
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|
|
|
|
|
(8) |
(6) |
Common Stock |
1771 (8) |
|
1771 (9) |
I |
By MJB Investments, LP |
|
Common Limited Partnership
Units (8) |
$0.00 (8) |
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|
|
|
|
(8) |
(6) |
Common Stock |
5497 (8) |
|
5497 (9) |
I |
By Reserve, LP IV |
|
Common Limited Partnership
Units (8) |
$0.00 (8) |
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|
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|
(8) |
(6) |
Common Stock |
3968 (8) |
|
3968 (9) |
I |
By Reserve, LP III |
|
Common Limited Partnership
Units (8) |
$0.00 (8) |
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|
|
|
|
|
(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
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Bennett Monty J
14185 DALLAS PARKWAY, SUITE 1200
DALLAS, TX 75254 |
X |
|
|
|
Signatures
|
|
/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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