SEC Form 4 · accession 0000909143-15-000039
Braemar Hotels & Resorts Inc. · BHR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
ASHFORD HOSPITALITY TRUST INC
10% Owner
Period of report
Jul 27, 2015
Accepted (ET)
Jul 29, 2015 · 5:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001574085
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 27, 2015 | J | 4,143,324 | — | A | 4,143,324 | D | |
| Common StockF2 | Jul 27, 2015 | J | 4,143,324 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Limited Partnership UnitsF4 | $0.00 | Jul 27, 2015 | J | 834,528 | D | — | — | Common Stock | 834,528 | 4,143,325 | D |
| Limited Partnership UnitsF4 | $0.00 | Jul 27, 2015 | J | 4,143,325 | D | — | — | Common Stock | 4,143,324 | 0 | D |
Explanation of responses
- F1Represents shares of common stock issued by the Issuer in connection with the Issuer's redemption of 4,143,324.9 Limited Partnership Units ("Units") of Ashford Hospitality Prime Limited Partnership, the Issuer's operating subsidiary (the "Issuer OP"). Such Units were redeemable, at the option of the Issuer, for 4,143,324 shares of the Issuer's common stock on a one-for-one basis, while rounding down fractional Units.
- F2The Reporting Person distributed the shares of common stock of the Issuer that it received in connection with the redemption of the Units to the Reporting Person's common stockholders of record as of the close of business on July 20, 2015, pro rata and for no consideration. The Reporting Person did not distribute any fractional shares, and fractional shares were aggregated and sold on the open market with the proceeds being distributed to the Reporting Person's common stockholders that would otherwise be entitled to such fractional shares.
- F3On July 27, 2015, Ashford Hospitality Limited Partnership, the Reporting Person's operating subsidiary (the "Operating Partnership"), distributed, on a pro rata basis, all of such Units it directly held to the holders of common units of the Operating Partnership, including the Reporting Person. The number of Units reflected as owned directly by the Reporting Person following such transaction represents the number of Units received by the Reporting Person in such distribution and were, along with the Units distributed to the other common unit holders of the Operating Partnership, previously reported by the Reporting Person as being indirectly owned.
- F4The Units became convertible into cash or, at the option of the Issuer, shares of the Issuer's common stock on November 19, 2014. The Units have no expiration date.
- F5The remaining Units were redeemed by the Issuer on July 27, 2015, for 4,143,324 shares of the Issuer's common stock. Such transaction is further reflected in Table I above (see also footnote 1).