SEC Form 4 · accession 0001104659-19-012469
ASHFORD HOSPITALITY TRUST INC · AHT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Monty J Bennett
Director
Period of report
Feb 28, 2019
Accepted (ET)
Mar 4, 2019 · 4:16 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 StockF1 | Feb 28, 2019 | A | 237,643 | $0.00 | A | 237,643 | D | |
| Common Stock | holding | — | — | — | 761,184 | I | By MJB Investments, LP | |
| Common Stock | holding | — | — | — | 358,317 | I | By Dartmore, LP | |
| Common Stock | holding | — | — | — | 74,000 | I | By Reserve, LP IV |
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 | 237,643 | A | Dec 31, 2021 | Dec 31, 2021 | Common Stock | 237,643 | 237,643 | D |
| Performance LTIP Units (2018)F5,F6,F7 | $0.00 | holding | — | — | — | Mar 13, 2021 | Mar 13, 2021 | Common Stock | 400,641 | 400,641 | D |
| Special Limited Partnership UnitsF7,F10,F11,F8,F9 | $0.00 | holding | — | — | — | — | — | Common Stock | 200,321 | 200,321 | D |
| Special Limited Partnership UnitsF7,F10,F11,F8,F9 | $0.00 | holding | — | — | — | — | — | Common Stock | 714,845 | 714,845 | I |
| Performance LTIP Units (2017)F5,F6,F7,F10 | $0.00 | holding | — | — | — | Mar 23, 2020 | Mar 23, 2020 | Common Stock | 610,032 | 610,032 | I |
| Common Limited Partnership UnitsF12,F10,F13,F9 | $0.00 | holding | — | — | — | — | — | Common Stock | 966,772 | 966,772 | I |
| Common Limited Partnership UnitsF12,F10,F13,F9 | $0.00 | holding | — | — | — | — | — | Common Stock | 2,535,930 | 2,535,930 | I |
| Common Limited Partnership UnitsF12,F10,F13,F9 | $0.00 | holding | — | — | — | — | — | Common Stock | 177,072 | 177,072 | I |
| Common Limited Partnership UnitsF12,F10,F13,F9 | $0.00 | holding | — | — | — | — | — | Common Stock | 549,662 | 549,662 | I |
| Common Limited Partnership UnitsF12,F10,F13,F9 | $0.00 | holding | — | — | — | — | — | Common Stock | 396,849 | 396,849 | I |
| Common Limited Partnership UnitsF12,F10,F13,F14,F9 | $0.00 | holding | — | — | — | — | — | Common Stock | 471,571 | 471,571 | I |
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.
- F10Reflects 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.
- F11Reflects 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.
- F12Common 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.
- F13Reflects 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 12 discussing the convertibility of the Common Units.
- F1414. Reflects only the Reporting Person's pecuniary interest in the aggregate number of Common Units held directly by Ashford Financial Corporation. The Reporting Person hereby disclaims any interest in all other securities of the Issuer held directly by Ashford Financial Corporation.
- 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.
- F3The Reporting Person received the Performance Stock Units pursuant to a 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 December 31, 2021 with respect to the 2019 Performance Stock Units award.
- F5Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit (as defined below) subject to specified performance-based vesting criteria.
- F6Represents the maximum number of LTIP Units (as defined below) 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 23, 2020 (with respect to the 2017 Performance LTIP Unit award) and March 13, 2021 (with respect to the 2018 Performance LTIP Unit award). See Footnote 7 discussing the convertibility of vested LTIP Units.
- F7Represents 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 12 discussing the convertibility of the Common Units.
- F8The LTIP Units reported herein vest in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant. See Footnote 7 discussing the convertibility of vested LTIP Units.
- F9Neither the Common Units nor the LTIP Units have an expiration date.