SEC Form 4 · accession 0001104659-18-019663
ASHFORD HOSPITALITY TRUST INC · AHT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David A Brooks
Officer — CTO, GC and Secretary
Period of report
Mar 20, 2018
Accepted (ET)
Mar 22, 2018 · 8:30 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 | 12,909 | $6.69 | D | 823,130 | 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 Units (2018)F2,F3,F4 | $0.00 | holding | — | — | — | Mar 14, 2021 | Mar 14, 2021 | Common Stock | — | 96,154 | D |
| Performance Stock Units(2017)F2,F3,F4 | $0.00 | holding | — | — | — | Mar 24, 2020 | Mar 24, 2020 | Common Stock | — | 138,000 | D |
| Performance Stock Units (2016)F2,F3,F4 | $0.00 | holding | — | — | — | Mar 31, 2019 | Mar 31, 2019 | Common Stock | — | 88,283 | D |
| Special Limited Partnership UnitsF5,F7,F8,F6 | $0.00 | holding | — | — | — | — | — | Common Stock | — | 49,872 | D |
| Common Limited Partnership UnitsF9,F8,F10,F6 | $0.00 | holding | — | — | — | — | — | Common Stock | — | 1,398,922 | 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.
- F10Reflects aggregate number of Common Units currently held by the Reporting Person, some of which have been converted from LTIP Units by the Reporting Person. See Footnote 9 discussing the convertibility of the Common Units.
- 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 a stock grant from the Issuer under the Issuer's 2011 Stock Incentive Plan.
- F4Represents the target number of common stock shares that may be issued pursuant to the award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 200% of the target 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 (with respect to the 2016 Performance Stock Units award), March 24, 2020 (with respect to the 2017 Performance Stock Units award), and March 14, 2021 (with respect to the 2018 Performance Stock Units award).
- F5Represents 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 8 discussing the convertibility of the Common Units.
- F6Neither the Common Units nor the LTIP Units have an expiration date.
- F7Reflects the aggregate number of LTIP Units currently held 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.
- 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.
- F9Common 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.