SEC Form 4 · accession 0000909143-17-000042
Braemar Hotels & Resorts Inc. · BHR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas A Kessler
Other
Period of report
Apr 27, 2017
Accepted (ET)
May 1, 2017 · 4:33 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 StockF1 | Apr 27, 2017 | A | 38,462 | $0.00 | A | 122,575 | 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 (2017)F3,F2,F4 | $0.00 | Apr 27, 2017 | A | 38,462 | A | Dec 31, 2019 | Dec 31, 2019 | Common Stock | 38,462 | 38,462 | D |
| Performance Stock Units (2016)F3,F4 | $0.00 | holding | — | — | — | Dec 31, 2018 | Dec 31, 2018 | Common Stock | 68,598 | 68,598 | D |
| Performance Stock Units (2015)F3,F4 | $0.00 | holding | — | — | — | Dec 31, 2017 | Dec 31, 2017 | Common Stock | 54,768 | 54,768 | D |
| Common Partnership UnitsF5,F6 | $0.00 | holding | — | — | — | Nov 19, 2014 | — | Common Stock | 220,587 | 220,587 | D |
Explanation of responses
- F1The Reporting Person received the shares pursuant to a stock grant from the Issuer under the Issuer's 2013 Equity Incentive Plan (the "Plan"). Such shares vest in three (3) substantially equal installments on the first three anniversaries of the date of grant. Such award is subject to approval, by the Issuer's shareholders, of an amendment to the Plan to increase the number of shares of common stock available thereunder.
- F2The Reporting Person received the Performance Stock Units (as defined below) pursuant to an award granted by the Issuer under the Issuer's 2013 Equity Incentive Plan. Such award is subject to approval, by the Issuer's shareholders, of an amendment to the Plan to increase the number of shares of common stock available thereunder.
- F3Each Performance Stock Unit ("Performance Stock Unit") award represents the right, upon achievement of certain specified performance-based vesting criteria, to receive up to two (2) shares of the Issuer's common stock.
- 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 returns. Assuming continued service through the vesting date and achievement of the specified performance-based vesting criteria, the Performance Stock Units, as adjusted, will generally vest on December 31, 2017 (with respect to the 2015 grant), December 31, 2018 (with respect to the 2016 grant) and December 31, 2019 (with respect to the 2017 grant - reported herein).
- F5Common limited partnership units ("Common Partnership Units") in Ashford Hospitality Prime Limited Partnership, the Issuer's operating subsidiary ("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.
- F6The Common Partnership Units do not have an expiration date.