SEC Form 4 · accession 0000909143-17-000079
Braemar Hotels & Resorts Inc. · BHR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Nunneley
Officer — Chief Accounting Officer
Period of report
Nov 7, 2017
Accepted (ET)
Nov 9, 2017 · 5:28 pm EST
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 StockF3 | Nov 7, 2017 | C | 188,311 | $0.00 | A | 257,320 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF1,F2,F7 | $0.00 | Nov 7, 2017 | M | 10,148 | D | — | — | Common Stock | 10,148 | 0 | D |
| Common Partnership UnitsF3,F4,F7 | $0.00 | Nov 7, 2017 | M | 10,148 | A | Nov 19, 2014 | — | Common Stock | 10,148 | 188,311 | D |
| Common Partnership UnitsF3,F7 | $0.00 | Nov 7, 2017 | C | 188,311 | D | Nov 19, 2014 | — | Common Stock | 188,311 | 0 | D |
| Performance Stock Units(2017)F5,F6 | $0.00 | holding | — | — | — | Dec 31, 2019 | Dec 31, 2019 | Common Stock | 18,100 | 18,100 | D |
| Performance Stock Units (2016)F5,F6 | $0.00 | holding | — | — | — | Dec 31, 2018 | Dec 31, 2018 | Common Stock | 28,215 | 28,215 | D |
| Performance Stock Units (2015)F5,F6 | $0.00 | holding | — | — | — | Dec 31, 2017 | Dec 31, 2017 | Common Stock | 24,341 | 24,341 | D |
Explanation of responses
- F1Special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Prime Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Partnership Units, are convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 3 discussing convertibility of Common Partnership Units.
- F2Per LTIP Unit purchase price.
- 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.
- F4Reflects the aggregate number of Common Partnership Units then held by the Reporting Person. See Footnote 3 discussing the convertibility of the Common Partnership Units.
- F5Each 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.
- F6Represents the target share amount that may be issued pursuant to such 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 reflected, 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).
- F7Neither 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.