SEC Form 4 · accession 0000909143-16-000088
Braemar Hotels & Resorts Inc. · BHR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
W Michael Murphy
Director
Period of report
Jun 10, 2016
Accepted (ET)
Jun 14, 2016 · 11:35 am 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 | Jun 10, 2016 | A | 3,200 | $0.00 | A | 20,928 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF2,F4,F3 | $0.00 | holding | — | — | — | — | — | Common Stock | 7,500 | 7,500 | D |
| Common Partnership UnitsF5,F3 | $0.00 | holding | — | — | — | — | — | Common Stock | 1,325 | 1,325 | D |
Explanation of responses
- F1The shares were issued to the Reporting Person as an annual stock grant from the Issuer under the Issuer's 2013 Equity Incentive Plan.
- F2Fully vested long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Prime Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Partnership Units (as defined below), are convertible into Common Partnership Units at the option of the Reporting Person. Common Partnership 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.
- F3Neither the LTIP Units nor the Common Partnership Units have an expiration date.
- F4Reflects all LTIP Units held by the Reporting Person having different grant dates and vesting terms, some of which have achieved parity with the Common Partnership Units.
- F5Common Limited Partnership Units of the Subsidiary ("Common Partnership Units") held by the Reporting Person. Common Partnership 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.