SEC Form 4 · accession 0001104659-19-012453
Braemar Hotels & Resorts Inc. · BHR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Deric S Eubanks
Officer — CFO and Treasurer
Period of report
Feb 28, 2019
Accepted (ET)
Mar 4, 2019 · 4:12 pm EST
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 | Feb 28, 2019 | A | 30,048 | $0.00 | A | 96,470 | D | |
| Common Stock | holding | — | — | — | 533 | I | By spouse's IRA |
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 (2019)F2,F3,F4 | $0.00 | Feb 28, 2019 | A | 30,048 | A | Dec 31, 2021 | Dec 31, 2021 | Common Stock | 30,048 | 30,048 | D |
| Performance Stock Units (2018)F2,F3,F4 | $0.00 | holding | — | — | — | Dec 31, 2020 | Dec 31, 2020 | Common Stock | 31,250 | 31,250 | D |
| Performance Stock Units (2017)F2,F3,F4 | $0.00 | holding | — | — | — | Dec 31, 2019 | Dec 31, 2019 | Common Stock | 22,624 | 22,624 | D |
| Common Partnership UnitsF5,F7,F6 | $0.00 | holding | — | — | — | Nov 19, 2014 | — | Common Stock | 44,261 | 44,261 | D |
Explanation of responses
- F1The Reporting Person received the shares pursuant to a stock grant from the Issuer under the Issuer's Second Amended and Restated 2013 Equity Incentive Plan (the "Plan"). Such shares vest in three (3) substantially equal installments on the first three (3) anniversaries following 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 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, 2019 (with respect to the 2017 grant), December 31, 2020 (with respect to the 2018 grant) and December 31, 2021 (with respect to the 2019 grant).
- F5Common limited partnership units ("Common Partnership Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary (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.
- F6The Common Partnership Units do not have an expiration date.
- F7Reflects the aggregate number of Common Partnership Units currently held by the Reporting Person, some of which may have been converted from special long-term incentive partnership units in the Subsidiary 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.