SEC Form 4 · accession 0000909143-15-000012
ASHFORD HOSPITALITY TRUST INC · AHT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeremy Welter
Officer — EVP, Asset Management
Period of report
Mar 20, 2015
Accepted (ET)
Mar 24, 2015 · 7:21 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001232582
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Special Limited Partnership UnitsF1,F4,F5,F2,F3 | $0.00 | Mar 20, 2015 | A | 159,656 | A | — | — | Common Stock | — | 384,656 | D |
| Common Limited Partnership UnitsF6,F3 | $0.00 | holding | — | — | — | — | — | Commmon Stock | — | 150,000 | D |
Explanation of responses
- F1Special 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 Limited Partnership Units of the Subsidiary ("Common Units"), are convertible into Common Units at the option of the Reporting Person. Common Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock based on a conversion ratio described in the partnership agreement of Subsidiary, which, on March 20, 2015, was 0.92472 shares of the Issuer's common stock for each Common Unit.
- F2The LTIP Units acquired as reflected herein vest and are convertible in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant.
- F3Neither the Common Units nor the LTIP Units have an expiration date.
- F4Per LTIP Unit purchase price.
- F5Includes LTIP Units previously granted to, and reported by, the Reporting Person having different grant and vesting dates, some of 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.
- F6Common Units currently held by the Reporting Person, from conversion of LTIPs by the Reporting Person. Common Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock based on a conversion ratio described in the partnership agreement of Subsidiary, which, on March 20, 2015, was 0.92472 shares of the Issuer's common stock for each Common Unit.