Statement of Changes in Beneficial Ownership (4)
15 März 2023 - 09:35PM
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
|
|
| 1. Name
and Address of Reporting Person * NUNNELEY
MARK |
2. Issuer Name and Ticker or Trading
Symbol ASHFORD HOSPITALITY TRUST INC [ AHT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Accounting Officer |
|
(Last)
(First)
(Middle)
14185 DALLAS PARKWAY, SUITE 1200 |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/13/2023
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|
(Street)
DALLAS, TX 75254
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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 |
3/13/2023 |
|
F(1) |
|
41 |
D |
$3.78 (2) |
11600 |
D |
|
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) (3) |
$0.00 (3) |
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|
|
|
|
|
12/31/2025 |
12/31/2025 |
Common Stock |
63285 (4) |
|
63285 (4) |
D |
|
|
Performance LTIP Units (2022) (3) |
$0.00 (3) |
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|
|
|
|
|
12/31/2024 |
12/31/2024 |
Common Stock |
123698 (4) |
|
123698 (4) |
I |
JoyceMadgra LLC |
|
Common Limited Partnership
Units (5) |
$0.00 (5) |
|
|
|
|
|
|
(5) |
(6) |
Common Stock |
(5) |
|
4718 (7) |
D |
|
|
Performance Stock Units (2021) (8) |
$0.00 (8) |
|
|
|
|
|
|
12/31/2023 |
12/31/2023 |
Common Stock |
12215 (8) |
|
12215 (8) |
D |
|
| Explanation of
Responses: |
| (1) |
Represents shares of common
stock forfeited to the Issuer to satisfy certain tax-withholding
obligations of the Reporting Person arising as a result of the
vesting of restricted stock held by the Reporting
Person. |
| (2) |
Represents the closing price
of the common stock on March 10, 2023, the last trading day before
the date of forfeiture. |
| (3) |
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. |
| (4) |
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, 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 5 discussing the convertibility
of the Common Units. |
| (5) |
Common Limited Partnership
Units ("Common Units") of the Subsidiary. 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. |
| (6) |
The Common Units do not have
an expiration date. |
| (7) |
Reflects aggregate number of
Common Units currently held by the Reporting Person, some of which
have been converted from special long-term incentive partnership
units of the Subsidiary by the Reporting Person. See Footnote 5
discussing the convertibility of the Common Units. |
| (8) |
Each performance stock unit
("Performance Stock Unit") award granted in 2021 represents a right
to receive between 0% and 250% of the target number of Performance
Stock Units reflected in the table. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
NUNNELEY MARK
14185 DALLAS PARKWAY
SUITE 1200
DALLAS, TX 75254 |
|
|
Chief Accounting Officer |
|
Signatures
|
|
/s/ Mark Nunneley |
|
3/15/2023 |
| **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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