SEC Form 4 · accession 0000909143-17-000058
ASHFORD HOSPITALITY TRUST INC · AHT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Amish Gupta
Director
Period of report
May 16, 2017
Accepted (ET)
May 18, 2017 · 6:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001232582
Table I — non-derivative securities
No Table I lines on this filing.
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 16, 2017 | A | 16,151 | A | — | — | Common Stock | — | 52,262 | 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 15, 2017, was 0.9428682274 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 upon the Reporting Person's re-election to the Issuer's Board of Directors.
- F3The LTIP Units have no expiration date.
- F4Per newly acquired LTIP Unit purchase price.
- F5Reflects the aggregate number of LTIP Units held directly by the Reporting Person following the LTIP Units award reported herein, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units may have different grant and vesting dates and include those which (i) may have achieved parity with the Common Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes.