SEC Form 4 · accession 0001104659-18-018467
Braemar Hotels & Resorts Inc. · BHR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David A Brooks
Officer — COO, General Counsel and Sec.
Period of report
Mar 14, 2018
Accepted (ET)
Mar 16, 2018 · 9:46 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 | Mar 14, 2018 | A | 38,811 | $0.00 | A | 165,626 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock Units (2018)F3,F4,F2 | $0.00 | Mar 14, 2018 | A | 38,811 | A | Dec 31, 2020 | Dec 31, 2020 | Common Stock | 38,811 | 38,811 | D |
| Performance Stock Units (2017)F3,F4 | $0.00 | holding | — | — | — | Dec 31, 2019 | Dec 31, 2019 | Common Stock | 33,937 | 33,937 | D |
| Performance Stock Units (2016)F3,F4 | $0.00 | holding | — | — | — | Dec 31, 2018 | Dec 31, 2018 | Common Stock | 55,361 | 55,361 | D |
| LTIP UnitsF5,F7,F9 | $0.00 | holding | — | — | — | — | — | Common Stock | 14,052 | 14,052 | D |
| Common Partnership UnitsF6,F8,F9 | $0.00 | holding | — | — | — | Nov 19, 2014 | — | Common Stock | 374,936 | 374,936 | D |
Explanation of responses
- F1The Reporting Person received the shares pursuant to a stock grant from the Issuer under the Issuer's 2013 Equity Incentive Plan (the "Plan"). Such shares vest in three (3) substantially equal installments on the first three anniversaries of the date of grant.
- F2The Reporting Person received the Performance Stock Units (as defined below) pursuant to an award granted by the Issuer under the Issuer's 2013 Equity Incentive Plan.
- F3Each Performance Stock Unit ("Performance Stock Unit") award represents the right, upon achievement of certain specified performance-based vesting criteria, to receive up to two (2) shares of the Issuer's common stock.
- F4Represents 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 (with respect to the 2016 grant), December 31, 2019 (with respect to the 2017 grant), and December 31, 2020 (with respect to the 2018 grant - reported herein).
- F5Represents 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, are convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 6 discussing convertibility of Common Partnership Units.
- F6Common limited partnership units ("Common Partnership Units") in the Subsidiary. 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.
- F7Reflects the aggregate number of LTIP Units held by the Reporting Person and includes LTIP Units 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 5 discussing convertibility of LTIP Units and Footnote 6 discussing convertibility of Common Partnership Units.
- F8Reflects 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 6 discussing the convertibility of the Common Partnership Units.
- F9Neither 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.