SEC Form 4 · accession 0001567619-18-000181
ASHFORD HOSPITALITY TRUST INC · AHT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Benjamin J Ansell M.D.
Director
Period of report
Aug 7, 2018
Accepted (ET)
Aug 9, 2018 · 10:45 am 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 | Aug 7, 2018 | A | 15,000 | $6.62 | A | 67,800 | D | |
| Common Stock | holding | — | — | — | 103,200 | I | By Ansell Family Trust | |
| Common Stock | holding | — | — | — | 15,313 | I | By Benjamin J. Ansell, as Trustee FBO of Benjamin Ansell GST Trust under Agreement dated 1/2/2003 |
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 UnitsF2,F3 | $0.00 | holding | — | — | — | — | — | Common Stock | — | 12,839 | D |
| Common Limited Partnership UnitsF4,F5,F3 | $0.00 | holding | — | — | — | — | — | Common Stock | — | 53,149 | D |
Explanation of responses
- F1Reflects the weighted average purchase price for the reported transactions. The shares were purchased in multiple transactions at prices ranging from $6.47 to $6.70, 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 purchased at each separate price within the range specified.
- F2Special 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 4 discussing the convertibility of Common Units.
- F3Neither the LTIP Units nor the Common Units have an expiration date.
- F4Common 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.
- F5Reflects the aggregate number of Common Units 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 4 discussing the convertibility of the Common Units.