SEC Form 4 · accession 0000909143-16-000110
ASHFORD HOSPITALITY TRUST INC · AHT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kamal Jafarnia
Director
Period of report
Dec 21, 2016
Accepted (ET)
Dec 23, 2016 · 3:03 pm EST
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 | Dec 21, 2016 | J | 500 | $0.00 | D | 0 | I | By MRJ Family Limited Partnership |
| Common Stock | holding | — | — | — | 2,335 | 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 UnitsF2,F4,F3 | $0.00 | holding | — | — | — | — | — | Common Stock | 40,122 | 41,611 | D |
Explanation of responses
- F1The shares of common stock were disposed of in an in-kind distribution by MRJ Family Limited Partnership, an entity controlled by the Reporting Person, to its equity holders. The Reporting Person held no pecuniary interest in such shares and received none of the shares in connection with such in-kind distribution by MRJ Family Limited Partnership.
- F2Special 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 December 21, 2016, was 0.9642057279 shares of the Issuer's common stock for each Common Unit.
- F3The LTIP Units have no expiration date.
- F4Includes 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.