SEC Form 4 · accession 0001104659-19-012456
Braemar Hotels & Resorts Inc. · BHR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert G. Haiman
Officer — Exec. VP, GC and Secretary
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 | holding | — | — | — | 14,073 | 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 (2019)F2,F4 | $0.00 | Feb 28, 2019 | A | 17,338 | A | Dec 31, 2021 | Dec 31, 2021 | Common Stock | 17,338 | 17,338 | D |
| LTIP UnitsF5,F3,F8,F6,F7 | $0.00 | Feb 28, 2019 | A | 17,338 | A | — | — | Common Stock | 17,338 | 17,338 | D |
Explanation of responses
- F1The shares of Common Stock include 12,502 unvested time-based restricted stock awards granted pursuant to the Remington Hotels, LLC Ashford Stock Plan of which 6,303 of the shares will vest on March 15, 2019, 4,042 of the shares will vest on March 15, 2020 and 2,157 of the shares will vest on March 15, 2021.
- F2Each 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.
- F3The Reporting Person received the LTIP Units (as defined below) and Performance Stock Units awards reported herein under the Issuer's Second Amended and Restated 2013 Equity Incentive Plan.
- 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, 2021 for the 2019 Performance Stock Units.
- F5Represents special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality 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. "Common Partnership Units" are Common Limited Partnership Units of the Subsidiary and 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 LTIP Units reported herein vest in three (3) equal installments over a three (3) year term from the date of the award. See Footnote 5 discussing the convertibility of vested LTIP Units.
- F7The vested LTIP Units do not have an expiration date.
- F8Reflects the aggregate number of LTIP Units held by the Reporting Person following the LTIP Units award reported herein. See Footnote 5 discussing convertibility of LTIP Units.