SEC Form 4 · accession 0000909143-16-000101
Braemar Hotels & Resorts Inc. · BHR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David A Brooks
Officer — COO, General Counsel and Sec.
Period of report
Oct 13, 2016
Accepted (ET)
Oct 17, 2016 · 7:04 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 | holding | — | — | — | 94,004 | D |
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)F1,F4 | $0.00 | Oct 13, 2016 | A | 55,361 | A | Dec 31, 2018 | Dec 31, 2018 | Common Stock | 55,361 | 55,361 | D |
| Performance Stock Units (2105)F1,F4 | $0.00 | holding | — | — | — | Dec 31, 2017 | Dec 31, 2017 | Common Stock | 48,683 | 48,683 | D |
| LTIP UnitsF2,F7,F6,F9,F5 | $0.00 | holding | — | — | — | — | — | Common Stock | 42,154 | 42,154 | D |
| Common Partnership UnitsF3,F8,F9,F5 | $0.00 | holding | — | — | — | Nov 19, 2014 | — | Common Stock | 346,834 | 346,834 | D |
Explanation of responses
- F1Performance 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.
- F2Special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Prime Limited Partnership, the Issuer's operating subsidiary ("Subsidiary").
- F3Common 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.
- F4Represents 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).
- F5Vested 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.
- F6The LTIP Units reported herein vest and are convertible in three equal installments over a three-year term from the date of the award.
- F7Includes 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.
- F8Aggregate Common Partnership Units currently beneficially owned by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person.
- F9Neither the Common 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.