SEC Form 4 · accession 0001140361-18-029338
ASHFORD HOSPITALITY TRUST INC · AHT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alan Tallis
Director
Period of report
Jun 18, 2018
Accepted (ET)
Jun 20, 2018 · 5:07 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 Stock | holding | — | — | — | 258,045 | I | By Tallis Family Revocable Trust, Alan L. Tallis and Shirley A. Tallis, Trustees | |
| 7.375% Series F Cumulative Preferred Stock | holding | — | — | — | 2,087 | I | By 2009 Tallis Family Irrevocable Trust | |
| 7.375% Series F Cumulative Preferred Stock | holding | — | — | — | 2,087 | I | By 2012 Shirley A. Tallis Irrevocable Trust |
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,F6,F3 | $0.00 | Jun 18, 2018 | A | 12,839 | A | — | — | Common Stock | — | 27,700 | D |
| Common Limited Partnership UnitsF5,F7,F8,F3 | $0.00 | holding | — | — | — | — | — | Common Stock | — | 25,444 | 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. See Footnote 5 discussing the convertibility of Common Units.
- F2The LTIP Units reported herein were issued as an annual award under the Issuer's 2011 Stock Incentive Plan after the Reporting Person's re-election to the Issuer's Board of Directors.
- F3Neither the LTIP Units nor the Common Units have an expiration date.
- F4Per LTIP Unit purchase price.
- F5Common 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 Subsidiary Agreement Amendment (as defined below), which, on June 18, 2018, was 1.0 shares of the Issuer's common stock for each Common Unit.
- F6Includes adjustment from number of units previously reported from 16,151 to 14,861 to give effect to the adoption of Amendment No. 5 to the Seventh Amended and Restated Agreement of the Limited Partnership dated December 13, 2017 (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 Units so that the Conversion Factor (as defined in the Subsidiary Agreement Amendment) became 1.0.
- F7Reflects the aggregate number of Common Units currently beneficially owned 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 5 discussing the convertibility of the Common Units.
- F8Includes adjustment from number of units previously reported from 27,652 to 25,444 to give effect to the Subsidiary Agreement Amendment as further discussed in Footnote 6.