SEC Form 4 · accession 0000909143-16-000095
ASHFORD HOSPITALITY TRUST INC · AHT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alan Tallis
Director
Period of report
Aug 8, 2016
Accepted (ET)
Aug 10, 2016 · 7:33 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 |
|---|---|---|---|---|---|---|---|---|
| 9.000% Series E Cumulative Preferred StockF2 | Aug 8, 2009 | J | 2,100 | $25.2312 | D | 0 | I | By 2009 Tallis Family Irrevocable Trust |
| 9.000% Series E Cumulative Preferred StockF2 | Aug 8, 2016 | J | 2,100 | $25.2312 | D | 0 | I | By 2012 Shirley A. Tallis Family Irrevocable Trust |
| 7.375% Series F Cumulative Preferred Stock | Aug 9, 2016 | P | 2,087 | $25.0375 | A | 2,087 | I | By 2009 Tallis Family Irrevocable Trust |
| 7.375% Series F Cumulative Preferred Stock | Aug 9, 2016 | P | 2,087 | $25.0375 | A | 2,087 | I | By 2012 Shirley A. Tallis Family Irrevocable Trust |
| Common Stock | holding | — | — | — | 249,586 | D |
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 UnitsF3,F5,F4 | $0.00 | holding | — | — | — | — | — | Common Stock | 26,387 | 27,652 | D |
Explanation of responses
- F1The reported securities were called for redemption by the Issuer.
- F2The redemption price was $25.00 per share plus accrued and unpaid dividends thereon in the amount of $0.23125 per share, for a total per-share redemption price of $25.23125.
- F3Special 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 August 9, 2016, was 0.9542660061 shares of the Issuer's common stock for each Common Unit.
- F4The LTIP Units have no expiration date.
- 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.