SEC Form 4 · accession 0001104659-15-038284
Braemar Hotels & Resorts Inc. · BHR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
W Michael Murphy
Director
Period of report
May 12, 2015
Accepted (ET)
May 14, 2015 · 8:01 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 | holding | — | — | — | 15,260 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF2,F3 | $0.00 | May 12, 2015 | A | 3,200 | A | — | — | Common Stock | 3,200 | 7,500 | D |
| Common Partnership UnitsF4 | $0.00 | holding | — | — | — | — | — | Common Stock | 1,100 | 1,100 | D |
Explanation of responses
- F1Includes 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.
- F2Represents fully vested long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Prime Limited Partnership ("Prime OP"), the operating partnership of Ashford Prime. The LTIP Units, if they achieve economic parity, are convertible into an equal number of fully paid and non-assessable Common Partnership Units, as defined in the Amended and Restated Partnership Agreement of Prime OP, at the option of the Reporting Person. Common Partnership Units are convertible into cash or, at the option of Ashford Prime, into shares of Ashford Prime's common stock on a 1-for-1 basis. The LTIP Units were issued under Ashford Prime's 2013 Equity Incentive Plan and have no expiration date.
- F3Per LTIP Unit purchase price.
- 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.