SEC Form 4 · accession 0001104659-19-012464

ASHFORD HOSPITALITY TRUST INC · AHT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Deric S Eubanks

Officer — CFO and Treasurer

Period of report

Feb 28, 2019

Accepted (ET)

Mar 4, 2019 · 4:14 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 Stock^F1	Feb 28, 2019	A	107,415	$0.00	A	458,396	D
Common Stock	holding	—	—		—	2,215	I	By spouse's IRA

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 (2019)^F2,F3,F4	$0.00	Feb 28, 2019	A	107,415	A	Dec 31, 2021	Dec 31, 2021	Common Stock	107,415	107,415	D
Performance Stock Units (2018)^F2,F3,F4	$0.00	holding	—	—	—	Mar 13, 2021	Mar 13, 2021	Common Stock	90,545	90,545	D
Performance Stock Units (2017)^F2,F3,F4	$0.00	holding	—	—	—	Mar 23, 2020	Mar 23, 2020	Common Stock	104,000	104,000	D
Common Limited Partnership Units^F5,F7,F8,F6	$0.00	holding	—	—	—	—	—	Common Stock	139,616	139,616	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 (3) anniversaries following the date of grant.
F2Each performance stock unit ("Performance Stock Unit") award represents a right to receive between zero (0) and two (2) 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 23, 2020 (with respect to the 2017 Performance Stock Units award), March 13, 2021 (with respect to the 2018 Performance Stock Units award) and December 31, 2021 (with respect to the 2019 Performance Stock Units award).
F5Common Limited Partnership Units of the Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary (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.
F6The Common Units do not have an expiration date.
F7Reflects 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.
F8Reflects aggregate number of Common Units currently held by the Reporting Person, some of which have been converted from special long-term incentive partnership units of the Subsidiary by the Reporting Person. See Footnote 5 discussing the convertibility of the Common Units.