SEC Form 4 · accession 0001104659-18-018465
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
Mar 14, 2018
Accepted (ET)
Mar 16, 2018 · 9:45 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 | holding | — | — | — | 8,098 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance LTIP Units (2018)F1,F7,F2,F4 | $0.00 | Mar 14, 2018 | A | 62,500 | A | Dec 31, 2020 | Dec 31, 2020 | Common Stock | 62,500 | 62,500 | D |
| LTIP UnitsF4,F2,F10,F9,F12,F8 | $0.00 | Mar 14, 2018 | A | 31,250 | A | — | — | Common Stock | 31,250 | 64,802 | D |
| Performance LTIP Units (2017)F1,F7,F4 | $0.00 | holding | — | — | — | Dec 31, 2019 | Dec 31, 2019 | Common Stock | 45,249 | 45,249 | D |
| Performance Stock UnitsF3,F6 | $0.00 | holding | — | — | — | Dec 31, 2018 | Dec 31, 2018 | Common Stock | 28,329 | 28,329 | D |
| Common Partnership UnitsF5,F11,F12 | $0.00 | holding | — | — | — | Jul 27, 2016 | — | Common Stock | 55,109 | 55,109 | D |
Explanation of responses
- F1Each performance LTIP Unit ("Performance LTIP Unit") awards represents an LTIP Unit (as defined below) subject to performance-based vesting criteria.
- F10Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person following the LTIP Units award reported herein, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Partnership Units, (ii) have not yet achieved parity with the Common Partnership Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes. See Footnote 4 discussing convertibility of LTIP Units and Footnote 5 discussing convertibility of Common Partnership Units.
- F11Reflects the aggregate number of Common Partnership Units currently held by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 5 discussing the convertibility of the Common Partnership Units.
- F12Neither the Common Partnership Units nor vested LTIP Units (including any LTIP Units awarded upon achievement of the specified performance criteria relating to vested Performance LTIP Units) have an expiration date.
- F2The Reporting Person received the LTIP Units and Performance LTIP Units awards reported herein under the Issuer's 2013 Equity Incentive Plan (the "Plan").
- F3Each Performance Stock Unit ("Performance Stock Unit") award represents the right, upon achievement of certain specified performance-based vesting criteria prior to the end of a specified performance period, to receive up to two (2) shares of the Issuer's common stock.
- F4Represents special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Prime Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Partnership Units (as defined below) are convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 5 discussing convertibility of Common Partnership Units.
- F5Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"). Common Partnership Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis.
- F6Represents the target share amount that may be issued pursuant to such award of Performance Stock Units. The actual number of shares of common stock 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 returns. Assuming continued service through the vesting date and achievement of the specified performance-based vesting criteria, the Performance Stock Units, as adjusted, will generally vest on December 31, 2018.
- F7Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 200% of the target number of LTIP Units for such respective award. The actual number of Performance LTIP Units that may vest can range from 0% to 200% of the target number of Performance LTIP Units, based on achievement of a specified relative total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative total stockholder return, the Performance LTIP Units, as adjusted, will generally vest on December 31, 2019 (with respect to the 2017 grant), and December 31, 2020 (with respect to the 2018 grant - reported herein). See Footnote 4 discussing the convertibility of vested LTIP Units.
- F8Reflects only the number of shares of underlying securities into which the reported award of LTIP Units (not the aggregate number of LTIP Units) is convertible. See Footnote 4 discussing the convertibility of vested LTIP Units.
- F9The LTIP Units reported herein vest and are convertible in three equal installments over a three-year term from the date of the award. See Footnote 4 discussing the convertibility of vested LTIP Units.