SEC Form 4 · accession 0000909143-16-000075
ASHFORD HOSPITALITY TRUST INC · AHT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alan Tallis
Director
Period of report
May 17, 2016
Accepted (ET)
May 19, 2016 · 3:45 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 Stock | holding | — | — | — | 249,586 | D | ||
| 9.000% Series E Cumulative Preferred Stock | holding | — | — | — | 2,100 | I | By 2007 Tallis Family Irrevocable Trust | |
| 9.000% Series E Cumulative Preferred Stock | holding | — | — | — | 2,100 | I | By 2012 Shirley A. Tallis Family Irrevocable Trust |
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,F3 | $0.00 | May 17, 2016 | A | 16,979 | A | — | — | Common Stock | 16,100 | 27,652 | 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 May 17, 2016, was 0.9482283103 of the Issuer's common stock for each Common Unit.
- F2The LTIP Units reported herein were issued as an annual award under the Issuer's 2011 Stock Incentive Plan.
- F3The LTIP Units have no expiration date.
- F4Per LTIP Unit purchase price.
- F5Includes LTIP Units previously granted to, and reported by, the Reporting Person having different grant dates, some of which have achieved parity with the Common Units.