SEC Form 4 · accession 0001104659-15-054506
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 27, 2015
Accepted (ET)
Jul 29, 2015 · 8:37 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 StockF2 | Jul 27, 2015 | J | 19,874 | $0.00 | A | 103,735 | 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 UnitsF5,F6 | $0.00 | Jul 27, 2015 | J | 49,367 | A | — | — | Common Stock | 49,367 | 220,587 | D |
| Performance Stock UnitsF3,F4 | — | holding | — | — | — | Dec 31, 2017 | Dec 31, 2017 | Common Stock or LTIP Units | 54,768 | 54,768 | 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.
- F3Reflects 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 Ashford Prime's operating partnership, Ashford Hospitality Prime Limited Partnership ("Ashford 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.
- F5The 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.
- F6Also includes Common Partnership 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 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.