SEC Form 4 · accession 0001104659-15-054502

Braemar Hotels & Resorts Inc. · BHR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

J Robison Hays III

Officer — Chief Strategy Officer

Period of report

Jul 27, 2015

Accepted (ET)

Jul 29, 2015 · 8:34 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 Stock^F2	Jul 27, 2015	J	6,364	$0.00	A	8,630	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 Units^F8,F9	$0.00	Jul 27, 2015	J	17,251	A	—	—	Common Stock	17,251	33,251	D
Performance Stock Units^F4,F3	—	holding	—	—	—	Dec 31, 2017	Dec 31, 2017	Common Stock or LTIP Units	27,384	27,384	D
LTIP Units^F5,F6,F7	$0.00	holding	—	—	—	—	—	Common Stock	32,786	32,786	D

Explanation of responses

F1The transaction reported on this Form 4 reflects a pro rata distribution from Ashford Hospitality Trust, Inc. ("Ashford Trust") of shares of common stock of Ashford Hospitality Prime, Inc. ("Ashford Prime") to the common stock holders of Ashford Trust.
F2Includes shares issued to the Reporting Person in connection with the spin-off (the "Spin-Off") of Ashford Prime from 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.
F3Each performance stock unit ("Performance Stock Unit") award represents a right to receive one share of common stock of Ashford Prime or one long-term incentive partnership unit ("LTIP Unit") in Ashford Hospitality Prime Limited Partnership ("Prime OP"), at the Reporting Person's election if and when the applicable vesting criteria have been achieved.
F4Represents 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.
F5Vested LTIP Units 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 do not expire. The LTIP Units vest and are convertible in three equal installments over a three-year term from the date of the award.
F6The LTIP Units reported herein vest and are convertible in three equal installments over a three-year term from the date of the award.
F7The LTIP Units have no expiration date.
F8The transaction reported on this Form 4 reflects a pro rata distribution from Ashford Trust of Common Partnership Units in Ashford Prime OP to the limited partners of Ashford Hospitality Limited Partnership, Ashford Trust's operating partnership.
F9Also includes Common Partnership Units issued to the Reporting Person in connection with the Spin-Off. Beginning one year from the issuance date, such Common Partnership 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 Partnership Units do not expire.