SEC Form 4 · accession 0001104659-18-019619
ASHFORD HOSPITALITY TRUST INC · AHT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Robison Hays III
Officer — Chief Strategy Officer
Period of report
Mar 20, 2018
Accepted (ET)
Mar 22, 2018 · 5:53 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 StockF1 | Mar 20, 2018 | F | 16,550 | $6.69 | D | 125,977 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance LTIP Units (2018)F2,F3,F4,F5 | $0.00 | holding | — | — | — | Mar 14, 2021 | Mar 14, 2021 | Common Stock | — | 181,090 | D |
| Special Limited Partnership UnitsF4,F8,F9,F6,F7 | $0.00 | holding | — | — | — | — | — | Common Stock | — | 326,611 | D |
| Performance LTIP Units (2017)F2,F3,F4,F8 | $0.00 | holding | — | — | — | Mar 24, 2020 | Mar 24, 2020 | Common Stock | — | 237,343 | D |
| Performance LTIP Units (2016)F2,F3,F4,F8 | $0.00 | holding | — | — | — | Mar 31, 2019 | Mar 31, 2019 | Common Stock | — | 157,209 | D |
| Common Limited Partnership UnitsF10,F8,F11,F7 | $0.00 | holding | — | — | — | — | — | Common Stock | — | 349,020 | D |
Explanation of responses
- F1Represents shares of common stock forfeited to the Issuer to satisfy certain tax-withholding obligations of the Reporting Person arising as a result of the vesting of restricted stock held by the Reporting Person. Represents the closing price of the common stock on March 20, 2018, the date of forfeiture.
- F10Common 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 on a 1-for-1 basis.
- F11Reflects the aggregate number of Common Units currently held directly or indirectly, as noted, 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 10 discussing the convertibility of the Common Units.
- F2The Reporting Person received the LTIP Units and Performance LTIP Units awards reported herein under the Issuer's 2011 Stock Incentive Plan.
- F3Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 200% of the target number of LTIP Units. The actual number of Performance LTIP Units that may vest can range from 0% to 200% of the target number of Performance LTIP Units, 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 return, the Performance LTIP Units, will generally vest on March 31, 2019 (with respect to the 2016 Performance LTIP Unit award), March 24, 2020 (with respect to the 2017 Performance LTIP Unit award), and March 14, 2021(with respect to the 2018 Performance LTIP Unit award). See Footnote 4 discussing the convertibility of Vested LTIP Units.
- F4Represents special 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 9 discussing the convertibility of the Common Units.
- F5Per newly acquired LTIP Unit purchase price.
- F6The LTIP Units acquired by the Reporting Person, as reported herein, vest in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant. See Footnote 4 discussing the convertibility of Vested LTIP Units.
- F7Neither the Common Units nor the LTIP Units have an expiration date.
- F8Reflects adjustment from number of units previously reported to give effect to the adoption of Amendment No. 5 to the Seventh Amended and Restated Agreement of Limited Partnership of the Subsidiary (the "Subsidiary Agreement Amendment"), which was adopted for the purpose of creating additional common partnership units of the Subsidiary and the recapitalization of the common partnership units so that the Conversion Factor (as defined in the Subsidiary Agreement Amendment) became 1.0
- F9Reflects the aggregate number of LTIP Units held directly or indirectly 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 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.