SEC Form 4 · accession 0000909143-16-000059
ASHFORD HOSPITALITY TRUST INC · AHT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas A Kessler
Officer — President
Period of report
Mar 30, 2016
Accepted (ET)
Apr 1, 2016 · 7:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001232582
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Mar 30, 2016 | F | 56,434 | $6.22 | D | 429,122 | D | |
| Common StockF3 | Mar 31, 2016 | A | 121,428 | $0.00 | A | 550,550 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF4,F5,F6 | $0.00 | Mar 31, 2016 | A | 121,429 | A | Mar 31, 2019 | Mar 31, 2026 | Common Stock | 121,429 | 121,429 | D |
| Special Limited Partnership UnitsF7,F9,F8 | $0.00 | holding | — | — | — | — | — | Common Stock | — | 337,083 | D |
| Common Limited Partnership UnitsF10,F8 | $0.00 | holding | — | — | — | — | — | Commmon Stock | — | 869,017 | D |
Explanation of responses
- F1Represents 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 a portion of a restricted stock award previously made to the Reporting Person.
- F10Common Units currently held by the Reporting Person, some of which may have been converted from 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 31, 2016, was 0.9543908329 shares of the Issuer's common stock for each Common Unit.
- F2Represents the closing price of the Common Stock on March 30, 2016, the date of forfeiture.
- F3The Reporting Person received the shares pursuant to a stock grant from the Issuer under the Issuer's 2011 Stock Incentive Plan. Such shares vest in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant.
- F4Each performance stock unit ("Performance Stock Unit") award represents a right to receive one share of the Issuer's common stock if and when the applicable vesting criteria have been achieved.
- F5Represents the target amount of common stock shares that may be issued pursuant to an award of Performance Stock Units. The actual number of Performance Stock Units to be issued upon vesting can range from 0% to 200% of the number of Performance Stock Units reported, based on achievement of a specified relative total stockholder return, as determined by the Compensation Committee of the Board of Directors of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative total stockholder return, the Performance Stock Units, as adjusted, will generally vest on March 31, 2019.
- F6The Reporting Person received the Performance Stock Unit award under the Issuer's 2011 Stock Incentive Plan.
- F7Special 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 31, 2016, was 0.9543908329 shares of the Issuer's common stock for each Common Unit.
- F8Neither the LTIP Units nor the Common Units have an expiration date.
- F9Includes 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. Such LTIP Units have been combined herein for reporting purposes.