SEC Form 4 · accession 0001140361-18-031806
ASHFORD HOSPITALITY TRUST INC · AHT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alan Tallis
Director
Period of report
Jul 3, 2018
Accepted (ET)
Jul 6, 2018 · 5:45 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 StockF2 | Jul 3, 2018 | S | 10,900 | $8.3449 | D | 237,145 | I | By Tallis Family Revocable Trust, Alan L. Tallis and Shirley A. Tallis, Trustees |
| Common StockF3 | Jul 5, 2018 | S | 9,100 | $8.5013 | D | 228,045 | 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 UnitsF4,F5 | $0.00 | holding | — | — | — | — | — | Common Stock | — | 27,700 | D |
| Common Limited Partnership UnitsF6,F7,F5 | $0.00 | holding | — | — | — | — | — | Common Stock | — | 25,444 | D |
Explanation of responses
- F1The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F2Reflects the weighted average sales price for the reported transactions. The shares were sold in multiple transactions at prices ranging from $8.2500 to $8.5000, inclusive. The Reporting Person will provide the SEC staff, the Issuer, or any security holder of the Issuer, upon request for same, with the full information regarding the number of shares sold at each separate price within the range specified.
- F3Reflects the weighted average sales price for the reported transactions. The shares were sold in multiple transactions at prices ranging from $8.5000 to $8.5100, inclusive. The Reporting Person will provide the SEC staff, the Issuer, or any security holder of the Issuer, upon request for same, with the full information regarding the number of shares sold at each separate price within the range specified.
- F4Special 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.
- F5Neither the LTIP Units nor the Common Units have an expiration date.
- F6Common 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 Amendment No. 5 to the Seventh Amended and Restated Agreement of the Limited Partnership dated December 13, 2017, which is 1.0 share of the Issuer's common stock for each Common Unit.
- 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.