SEC Form 4 · accession 0000909143-17-000055
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 16, 2017
Accepted (ET)
May 18, 2017 · 5:54 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 StockF7 | holding | — | — | — | 258,045 | I | By Tallis Family Revocable Trust, Alan L. Tallis and Shirley A. Tallis, Trustees | |
| 7.375% Series F Cumulative Preferred Stock | holding | — | — | — | 2,087 | I | By 2009 Tallis Family Irrevocable Trust | |
| 7.375% Series F Cumulative Preferred Stock | holding | — | — | — | 2,087 | I | By 2012 Shirley A. Tallis 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,F3 | $0.00 | May 16, 2017 | A | 16,151 | A | — | — | Common Stock | — | 16,151 | D |
| Common Limited Partnership UnitsF5,F6,F3 | $0.00 | holding | — | — | — | — | — | Common Stock | — | 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 Units (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 5 discussing the convertibility of Common Units.
- F2The LTIP Units reported herein were issued as an annual award under the Issuer's 2011 Stock Incentive Plan upon the Reporting Person's re-election to the Issuer's Board of Directors.
- F3Neither the LTIP Units nor the Common Units have an expiration date.
- F4Per LTIP Unit purchase price.
- F5Common Limited Partnership Units of the Subsidiary ("Common Units"). 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 15, 2017, was 0.9428682274 shares of the Issuer's common stock for each Common Unit.
- F6Reflects the aggregate number of Common Units currently beneficially owned by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 5 discussing the convertibility of the Common Units.
- F7Reflects shares previously reflected as directly owned by the Reporting Person, and reflects correction of a typographical error contained in prior Form 4 filing as to the number of shares held.