SEC Form 4 · accession 0001104659-15-021484
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
Mar 20, 2015
Accepted (ET)
Mar 20, 2015 · 8:35 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,F2,F3 | Mar 20, 2015 | S | 21,987 | $16.9199 | D | 69,377 | 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 UnitsF4 | $0.00 | holding | — | — | — | — | — | Common Stock | 241,220 | 241,220 | D |
Explanation of responses
- F1The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 20, 2014.
- F2Reflects the weighted average sales price for the reported transactions. The Reporting Person, pursuant to the Rule 10b5-1 trading plan noted in Footnote (1) above, sold an aggregate of 21,987 shares of common stock of Ashford Hospitality Prime, Inc. ("Ashford Prime") in 10 separate transactions at prices ranging from $16.90 to $16.99. The Reporting Person will provide the SEC staff, Ashford Prime, or a security holder of Ashford Prime, upon request for same, with the full information regarding the number of shares sold at each separate price.
- F3Includes 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 common stock for every five shares of Ashford Trust common stock held on the record date, November 8, 2013.
- F4Reflects common units issued to the Reporting Person in connection with the Spin-Off. 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.