SEC Form 4/A · accession 0000909143-16-000067
ASHFORD HOSPITALITY TRUST INC · AHT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Monty J Bennett
Officer — Chief Executive Officer · Director
Period of report
Mar 31, 2016
Accepted (ET)
Apr 11, 2016 · 7:52 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance LTIP UnitsF1,F2,F3,F4 | $0.00 | Mar 31, 2016 | A | 461,540 | A | Mar 31, 2019 | Mar 31, 2026 | Common Stock | 461,540 | 461,540 | D |
| Special Limited Partnership UnitsF4,F7,F8,F5,F6 | $0.00 | Mar 31, 2016 | A | 230,772 | A | — | — | Common Stock | — | 1,000,632 | D |
| Common Limited Partnership UnitsF9,F6 | $0.00 | holding | — | — | — | — | — | Common Stock | — | 495,446 | D |
| Common Limited Partnership UnitsF9,F6 | $0.00 | holding | — | — | — | — | — | Common Stock | — | 2,756,028 | I |
| Common Limited Partnership UnitsF9,F6 | $0.00 | holding | — | — | — | — | — | Common Stock | — | 192,440 | I |
| Common Limited Partnership UnitsF9,F6 | $0.00 | holding | — | — | — | — | — | Common Stock | — | 597,368 | I |
| Common Limited Partnership UnitsF9,F6 | $0.00 | holding | — | — | — | — | — | Common Stock | — | 431,292 | I |
| Common Limited Partnership UnitsF9,F10,F6 | $0.00 | holding | — | — | — | — | — | Common Stock | — | 512,500 | I |
Explanation of responses
- F1Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit (as defined below) subject to performance-based vesting criteria.
- F10Common Units held directly by Ashford Financial Corporation, reflecting only the Reporting Person's pecuniary interest in the Common Units held by such entity. The Reporting Person hereby disclaims interest in all other securities of the Issuer held directly by such entity.
- F2Represents LTIP Units issued pursuant to an award of Performance LTIP Units, which is 200% of the target number of 230,770. The actual number of Performance LTIP Units that may vest ranges from 0%-200% of the target number based on achievement of a specified relative total stockholder return ("TSR"), determined by Compensation Committee of the Issuer. Assuming continued service and achievement of the specified TSR, the Performance LTIP Units will vest on 3/31/2019. Vested LTIP Units, upon achieving parity with the Common Ltd. 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 3/31/2016, was 0.9543908329 shares of common stock for each Common Unit.
- F3The Reporting Person received the Performance LTIP Unit award under the Issuer's 2011 Stock Incentive Plan.
- F4Special 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. 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.
- F5These LTIPs Units vest and are convertible in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant.
- F6Neither the Common Units nor the LTIP Units have an expiration date.
- F7Per LTIP Unit purchase price.
- F8Includes 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.
- F9Common 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.
Remarks
This Amendment to Form 4 is being filed solely to reflect the maximum number of Performance LTIP Units issued to the Reporting Person pursuant to the reported award. Because of the relation of the explanatory footnotes to the reported transactions and the holdings reflected, the Reporting Person has chosen to include all of the entries previously included in the original Form 4 filing instead of just the line item being amended.