SEC Form 4 · accession 0000909143-17-000001
ASHFORD HOSPITALITY TRUST INC · AHT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas A Kessler
Officer — Chief Executive Officer
Period of report
Feb 20, 2017
Accepted (ET)
Feb 22, 2017 · 6:17 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 | Feb 20, 2017 | A | 359,477 | $0.00 | A | 910,027 | 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 | — | holding | — | — | — | Mar 31, 2019 | Mar 31, 2026 | Common Stock | — | 121,429 | D |
| Commom Limited Partnership UnitsF4,F5 | $0.00 | holding | — | — | — | — | — | Common Stock | — | 1,206,100 | 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 anniversaries of the date of grant.
- F2Each performance stock unit ("Performance Stock Unit") award represents a right to receive between zero and two shares 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 the 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 specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder returns, the Performance Stock Units, as adjusted, will generally vest on March 31, 2019.
- F4Reflects aggregate number of Common Limited Partnership Units ("Common Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"), currently held 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 February 20, 2017, was 0.9985901809 shares of the Issuer's common stock for each Common Unit.
- F5The Common Units do not expire.