SEC Form 4 · accession 0000909143-16-000100

Braemar Hotels & Resorts Inc. · BHR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Deric S Eubanks

Officer — CFO and Treasurer

Period of report

Oct 13, 2016

Accepted (ET)

Oct 17, 2016 · 6:41 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 Stock^F1	holding	—	—		—	16,073	D
Common Stock	holding	—	—		—	533	I	By spouse's IRA

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Stock Units (2016)^F2,F5	$0.00	Oct 13, 2016	A	53,116	A	Dec 31, 2018	Dec 31, 2018	Common Stock	53,116	53,116	D
Performance Stock Units (2015)^F2,F5	$0.00	holding	—	—	—	Dec 31, 2017	Dec 31, 2017	Common Stock	27,384	27,384	D
LTIP Units^{F3,F8,F7,F10,F6}	$0.00	holding	—	—	—	—	—	Common Stock	14,051	14,051	D
Common Partnership Units^F4,F9,F10,F6	$0.00	holding	—	—	—	Nov 19, 2014	—	Common Stock	30,210	30,210	D

Explanation of responses

F1Reflects correction in previously reported direct holdings.
F10Neither the Common Partnership Units nor vested LTIP Units (including any LTIP Units awarded upon achievement of the specified performance criteria relating to vested Performance LTIP Units) have an expiration date.
F2Performance Stock Units granted to the Reporting Person under the Issuer's 2013 Equity Incentive Plan. Each Performance Stock Unit ("Performance Stock Unit") award represents the right, upon achievement of certain specified performance-based vesting criteria prior to the end of a specified performance period, to receive one (1) share of the Issuer's common stock.
F3Special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Prime Limited Partnership, the Issuer's operating subsidiary ("Subsidiary").
F4Common limited partnership units ("Common Partnership Units") in the Subsidiary. 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.
F5Represents the target share amount that may be issued pursuant to such award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 200% of the number of Performance Stock Units awarded, based on achievement of a specified relative total stockholder return, as determined by the compensation committee of the Board of Directors of the Issuer. Assuming continued service through the vesting date and achievement of the specified performance-based vesting criteria prior to the end of the specified performance period, the Performance Stock Units, as adjusted, will generally vest on December 31, 2017 (with respect to the 2015 grant) and December 31, 2018 (with respect to the 2016 grant - reported herein).
F6Vested LTIP Units, upon achieving parity with the Common Partnership Units, 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.
F7The LTIP Units reported herein vest and are convertible in three equal installments over a three-year term from the date of the award.
F8Includes LTIP Units previously granted to, and reported by, the Reporting Person having different grant and vesting dates, some of which (i) may have achieved parity with the Common Partnership Units, (ii) have not yet achieved parity with the Common Partnership Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein for reporting purposes.
F9Aggregate Common Partnership Units currently beneficially owned by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person.