SEC Form 4 · accession 0001104659-15-013001
Braemar Hotels & Resorts Inc. · BHR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas A Kessler
Officer — President · Director
Period of report
Feb 20, 2015
Accepted (ET)
Feb 23, 2015 · 2:12 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 StockF1,F2 | Feb 20, 2015 | A | 30,000 | $0.00 | A | 91,364 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Partnership UnitsF3,F4 | $0.00 | Feb 20, 2015 | D | 30,000 | D | — | — | Common Stock | 30,000 | 241,220 | D |
Explanation of responses
- F1Represents shares of common stock issued by Ashford Hospitality Prime, Inc. ("Ashford Prime") in connection with Ashford Prime's redemption of Common Units (as defined below) of Ashford Hospitality Prime Limited Partnership, Ashford Prime's operating subsidiary (the "Subsidiary"), owned by the Reporting Person. The Common Units were redeemed for shares of Ashford Prime's common stock on a 1-for-1 basis, as set forth in the Subsidiary's partnership agreement. The transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 20, 2014.
- F2Includes shares issued to the Reporting Person in connection with the spin-off (the "Spin-Off") of Ashford Prime from Ashford Hospitality Trust, Inc. ("Ashford Trust") on November 19, 2013, pursuant to which the Reporting Person received one share of Ashford Prime's common stock for every five shares of Ashford Trust's common stock held on the record date, November 8, 2013.
- F3Reflects Common Units issued to the Reporting Person in connection with the Spin-Off (the "Common Units"). Beginning one year from the issuance date, such Common Units are redeemable by the Reporting Person for cash, or at the option of Ashford Prime, shares of Ashford Prime's common stock on a 1-for-1 basis. The Common Units do not expire.
- F4The redemption reported on this Form 4 of the 30,000 Common Units for 30,000 shares of Ashford Prime's common stock on a 1-for-1 basis was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 20, 2014.