SEC Form 4 · accession 0000909143-16-000102
Braemar Hotels & Resorts Inc. · BHR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Monty J Bennett
Officer — Chief Executive Officer · Director
Period of report
Oct 13, 2016
Accepted (ET)
Oct 17, 2016 · 7:49 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 | — | — | — | 216,891 | I | By MJB Investments LP | |
| Common Stock | holding | — | — | — | 17,828 | I | By Reserve LP IV | |
| Common Stock | holding | — | — | — | 86,329 | I | By Dartmore LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance LTIP Units (2016)F1,F3,F5,F4 | $0.00 | Oct 13, 2016 | A | 311,969 | A | Dec 31, 2018 | Dec 31, 2018 | Common Stock | 311,969 | 311,969 | D |
| Performance LTIP Units (2015)F1,F3,F4 | $0.00 | holding | — | — | — | Dec 31, 2017 | Dec 31, 2017 | Common Stock | 279,924 | 279,924 | D |
| LTIP UnitsF2,F9,F4,F6,F8 | $0.00 | holding | — | — | — | — | — | Common Stock | 106,167 | 106,167 | D |
| Common Partnership UnitsF4,F7,F8 | $0.00 | holding | — | — | — | — | — | Common Stock | 189,873 | 189,873 | D |
| Common Partnership UnitsF4,F7,F8 | $0.00 | holding | — | — | — | — | — | Common Stock | 664,013 | 664,013 | I |
| Common Partnership UnitsF4,F7,F10,F8 | $0.00 | holding | — | — | — | — | — | Common Stock | 123,477 | 123,477 | I |
| Common Partnership UnitsF4,F7,F8 | $0.00 | holding | — | — | — | — | — | Common Stock | 43,365 | 43,365 | I |
| Common Partnership UnitsF4,F7,F8 | $0.00 | holding | — | — | — | — | — | Common Stock | 143,925 | 143,925 | I |
| Common Partnership UnitsF4,F7,F8 | $0.00 | holding | — | — | — | — | — | Common Stock | 103,911 | 103,911 | I |
Explanation of responses
- F1Performance LTIP units granted to the Reporting Person under the Issuer's 2013 Equity Incentive Plan. Each performance LTIP unit ("Performance LTIP Unit") award represents the right to receive one (1) LTIP Unit (as defined below) subject to performance-based vesting criteria at the end of a specified performance period.
- F10The Common Partnership Units reflected as beneficially owned indirectly through Ashford Financial Corporation reflect only the Reporting Person's pecuniary interest in all Common Partnership Units owned by such entity. The Reporting Person hereby disclaims interest in all other securities of the Issuer or the Subsidiary owned directly by such entity.
- F2Special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Prime Limited Partnership, the Issuer's operating subsidiary ("Subsidiary").
- F3Represents the maximum number of LTIP Units that may be issued pursuant to an award of Performance LTIP Units, which is 200% of the target number of LTIP Units for such respective award. The actual number of Performance LTIP Units for any such award that vest can range from 0% to 200% of the target number of Performance LTIP Units, 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 relative total stockholder return, the Performance LTIP 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).
- F4Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units of the Subsidiary ("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.
- F5Per LTIP Unit purchase price.
- F6The LTIP Units reported herein vest and are convertible in three equal installments over a three-year term from the date of the award.
- F7Common Partnership Units beneficially owned by the Reporting Person, some of which may have been converted from LTIP Units.
- F8Neither 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.
- F9Includes 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 Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein for reporting purposes.