SEC Form 4 · accession 0000909143-16-000062
ASHFORD HOSPITALITY TRUST INC · AHT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David A Brooks
Officer — COO, Gen. Counsel & Secretary
Period of report
Mar 31, 2016
Accepted (ET)
Apr 1, 2016 · 7:53 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 StockF1 | Mar 31, 2016 | A | 88,282 | $0.00 | A | 641,866 | 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 UnitsF2,F3,F4 | $0.00 | Mar 31, 2016 | A | 88,283 | A | Mar 31, 2019 | Mar 31, 2026 | Common Stock | 88,283 | 88,283 | D |
| Special Limited Partnership UnitsF5,F7,F6 | $0.00 | holding | — | — | — | — | — | Common Stock | — | 1,308,102 | D |
Explanation of responses
- F1The 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.
- F2Each 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.
- F3Represents 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.
- F4The Reporting Person received the Performance Stock Unit award under the Issuer's 2011 Stock Incentive Plan.
- F5Special 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.
- F6The LTIP Units have no expiration date.
- F7Includes 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.