SEC Form 4 · accession 0001104659-15-052291
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
Jul 17, 2015
Accepted (ET)
Jul 21, 2015 · 8:13 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 | Jul 17, 2015 | S | 5,000 | $15.4985 | D | 52,461 | D | |
| Common StockF1,F4,F3 | Jul 20, 2015 | A | 70,000 | $0.00 | A | 122,461 | 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 UnitsF8,F7 | $0.00 | Jul 20, 2015 | D | 70,000 | D | — | — | Common Stock | 171,220 | 171,220 | D |
| Performance Stock UnitsF5,F6 | — | holding | — | — | — | Dec 31, 2017 | Dec 31, 2017 | Common Stock or LTIP Units | 54,768 | 54,768 | 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 5,000 shares of common stock of Ashford Hospitality Prime, Inc. ("Ashford Prime") in 39 separate transactions at prices ranging from $15.4300 to $15.5500. 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.
- F4Represents shares of common stock of Ashford Prime issued in connection with the Reporting Person's redemption of common partnership units of Ashford Hospitality Prime Limited Partnership ("Prime OP"), Ashford Prime's operating partnership, pursuant to the 10b5-1 trading plan noted in Footnote (1) above. The common partnership units were redeemable at the option of Ashford Prime for shares of common stock on a 1-for-1 basis.
- F5Reflects a performance stock unit ("Performance Stock Unit") award, which represents a right to receive one share of common stock of Ashford Prime or one long-term incentive partnership unit in Prime OP, at the Reporting Person's election if and when the applicable vesting criteria have been achieved.
- F6Represents the target share amount that may be issued pursuant to an award of Performance Stock Units. The actual number of Performance Stock Units 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 return, as determined by the compensation committee of the board of directors of Ashford Prime. Assuming continued service through the vesting date and achievement of the specified relative total stockholder return, the Performance Stock Units, as adjusted, will generally vest on December 31, 2017.
- F7Reflects common units issued to the Reporting Person in connection with Ashford Prime's Spin-Off from Ashford Trust on November 19, 2013. 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.
- F8See Footnote 3.