SEC Form 5 · accession 0000914121-19-000387
Ashford Inc. · AINC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Archie Bennett Jr.
10% Owner
Period of report
Dec 31, 2018
Accepted (ET)
Feb 14, 2019 · 3:41 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001604738
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Sep 28, 2018 | M | 835 | — | A | 37,279 | D | |
| Common StockF3 | Dec 31, 2018 | M | 836 | — | A | 38,115 | D | |
| Common Stock | holding | — | — | — | 36,444 | D | ||
| Common Stock | holding | — | — | — | 53,726 | I | By 1080 Partners, LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF5,F4 | $0.18 | Aug 8, 2018 | J | 4,000,000 | A | Aug 8, 2018 | — | Common Stock | 714,286 | 4,000,000 | D |
| Stock Units under Deferred Compensation PlanF2,F6 | — | Sep 28, 2018 | M | 835 | D | — | — | Common Stock | 835 | 8,999 | D |
| Stock Units under Deferred Compensation PlanF3,F6 | — | Dec 31, 2018 | M | 836 | D | — | — | Common Stock | 836 | 8,163 | D |
| Series B Convertible Preferred StockF5,F4 | $0.18 | Dec 31, 2018 | G | 40,000 | D | Aug 8, 2018 | — | Common Stock | 7,143 | 3,960,000 | D |
| Series B Convertible Preferred StockF5,F4 | $0.18 | Dec 31, 2018 | G | 40,000 | D | Aug 8, 2018 | — | Common Stock | 7,143 | 3,920,000 | D |
| Series B Convertible Preferred StockF5,F4 | $0.18 | Dec 31, 2018 | G | 40,000 | D | Aug 8, 2018 | — | Common Stock | 7,143 | 3,880,000 | D |
| Series B Convertible Preferred StockF5,F4 | $0.18 | Dec 31, 2018 | G | 40,000 | D | Aug 8, 2018 | — | Common Stock | 7,143 | 3,840,000 | D |
| Series B Convertible Preferred StockF5,F4 | $0.18 | Dec 31, 2018 | G | 40,000 | D | Aug 8, 2018 | — | Common Stock | 7,143 | 3,800,000 | D |
| Series B Convertible Preferred StockF5,F4 | $0.18 | Dec 31, 2018 | G | 40,000 | D | Aug 8, 2018 | — | Common Stock | 7,143 | 3,760,000 | D |
| Series B Convertible Preferred StockF5,F4 | $0.18 | Dec 31, 2018 | G | 40,000 | D | Aug 8, 2018 | — | Common Stock | 7,143 | 3,720,000 | D |
| Series B Convertible Preferred StockF5,F7,F4 | $0.18 | Dec 31, 2018 | G | 40,000 | A | Aug 8, 2018 | — | Common Stock | 7,143 | 40,000 | I |
| Series B Convertible Preferred StockF5,F7,F4 | $0.18 | Dec 31, 2018 | G | 40,000 | A | Aug 8, 2018 | — | Common Stock | 7,143 | 40,000 | I |
| Common UnitsF4 | $0.00 | holding | — | — | — | — | — | Common Stock | 153 | 153 | D |
| Common UnitsF4 | $0.00 | holding | — | — | — | — | — | Common Stock | 502 | 502 | I |
| Stock Units under Deferred Compensation PlanF6 | — | holding | — | — | — | — | — | Common Stock | 9,834 | 9,834 | D |
Explanation of responses
- F1The Reporting Person owned the shares of common stock, the stock units under the Deferred Compensation Plan (as defined below) and Common Units (as defined below) on August 8, 2018, the date on which the Reporting Person became a 10% owner.
- F2On September 28, 2018, the Reporting Person received 835 shares of the Issuer's common stock in settlement of an equal number of stock units held under the Ashford Inc. Amended and Restated Nonqualified Deferred Compensation Plan (originally adopted by Ashford Hospitality Trust, Inc., effective January 1, 2008) assumed by Ashford Inc., effective November 12, 2014 (the "Deferred Compensation Plan").
- F3On December 31, 2018, the Reporting Person received 836 shares of the Issuer's common stock in settlement of an equal number of stock units held under the Deferred Compensation Plan.
- F4The common units ("Common Units") in Ashford Hospitality Advisors LLC, the Issuer's operating subsidiary, owned by the Reporting Person 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. The Common Units have no expiration date.
- F5In connection with the transactions contemplated by the Combination Agreement, dated August 8, 2018, among the Issuer, the Reporting Person, Monty Bennett, Remington Holdings, L.P., Remington Holdings GP, LLC, Project Management LLC, MJB Investments, L.P., Mark A. Sharkey, Ashford Holding Corp. and Ashford Merger Sub Inc., the Reporting Person, directly or indirectly through certain affiliates, acquired 4,000,000 shares of Series B Convertible Preferred Stock as reported herein. Such 4,000,000 shares of Series B Convertible Preferred Stock are convertible at any time and from time to time, in full or partially, into 714,286 shares of the Issuer's common stock at a conversation ratio equal to the liquidation preference of a share of Series B Convertible Preferred Stock, par value $25.00, divided by $140, subject to adjustment.
- F6Each Stock Unit entitles the Reporting Person to receive one share of the Issuer's common stock on the date (or dates) elected by the Reporting Person under the Deferred Compensation Plan.
- F7The Series B Convertible Preferred Stock listed here are held in two separate trusts, each of which hold 40,000 shares of Series B Convertible Preferred Stock. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person herein states that this filing shall not be deemed an admission that he is the beneficial owner of any such interests, and disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest therein.
- F8Transaction Code J3: See footnote 5.