SEC Form 4 · accession 0000909143-17-000012
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
Mar 20, 2017
Accepted (ET)
Mar 22, 2017 · 6:24 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 StockF2 | Mar 20, 2017 | F | 1,126 | $10.58 | D | 92,878 | 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)F3,F6 | $0.00 | holding | — | — | — | Dec 31, 2018 | Dec 31, 2018 | Common Stock | 55,361 | 55,361 | D |
| Performance Stock Units (2015)F3,F6 | $0.00 | holding | — | — | — | Dec 31, 2017 | Dec 31, 2017 | Common Stock | 48,683 | 48,683 | D |
| LTIP UnitsF4,F9,F8,F11,F7 | $0.00 | holding | — | — | — | — | — | Common Stock | 14,052 | 14,052 | D |
| Common Partnership UnitsF5,F10,F11 | $0.00 | holding | — | — | — | Nov 19, 2014 | — | Common Stock | 374,936 | 374,936 | D |
Explanation of responses
- F1Represents shares of common stock forfeited to the Issuer to satisfy certain tax-withholding obligations of the Reporting Person arising as a result of the vesting of restricted stock held by the Reporting Person.
- F10Aggregate Common Partnership Units currently beneficially owned by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person.
- F11Neither the Common Units nor vested LTIP Units have an expiration date.
- F2Represents the closing price of the common stock on March 20, 2017, the date of forfeiture.
- F3Each performance stock unit ("Performance Stock Unit") award represents a right to receive between zero and two shares of the Issuer's common stock if and when the applicable vesting criteria have been achieved.
- F4Special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Prime Limited Partnership, the Issuer's operating subsidiary ("Subsidiary").
- F5Common 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.
- F6Represents the target amount of common stock shares that may be issued pursuant to the award of Performance Stock Units. The actual number of Performance Stock Units to be issued upon vesting can range from 0% to 200% of the number of Performance Stock Units reported, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder returns, 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).
- F7Vested 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.
- F8The LTIP Units vest and are convertible in three equal installments over a three-year term from the date of the award (as previously reported).
- 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 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.