SEC Form 4 · accession 0001567619-19-005756

Ashford Inc. · AINC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Monty J Bennett

Officer — CEO and Chairman of the Board · Director · 10% Owner

Period of report

Feb 27, 2019

Accepted (ET)

Mar 1, 2019 · 4:06 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001604738

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	holding	—	—	—	14,154	I	By MJB Operating, LP
Common Stock	holding	—	—	—	115,477	I	By MJB Investments LP
Common Stock	holding	—	—	—	53,726	I	By Dartmore LP
Common Stock	holding	—	—	—	11,602	I	By Reserve, LP IV
Common Stock	holding	—	—	—	7,763	I	By Reserve, LP III
Common Stock^F2	holding	—	—	—	9,225	I	By Ashford Financial Corporation

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options (right to purchase)^F3	$61.12	Feb 27, 2019	A	90,000	A	Feb 27, 2022	Feb 27, 2029	Common Stock	90,000	90,000	D
Stock Options (right to purchase)	$94.96	holding	—	—	—	Mar 14, 2021	Mar 14, 2028	Common Stock	77,206	77,206	D
Stock Options (right to purchase)	$57.71	holding	—	—	—	Oct 3, 2020	Oct 3, 2027	Common Stock	50,000	50,000	D
Stock Options (right to purchase)^F1	$57.34	holding	—	—	—	Apr 18, 2020	Apr 18, 2027	Common Stock	50,000	50,000	I
Stock Options (right to purchase)^F1	$45.59	holding	—	—	—	Mar 31, 2019	Mar 31, 2026	Common Stock	100,000	100,000	I
Stock Options (right to purchase)^F1	$85.97	holding	—	—	—	Dec 11, 2017	Dec 11, 2022	Common Stock	95,000	95,000	I
Common Units^F4,F1	$0.00	holding	—	—	—	—	—	Common Stock	143	143	I
Common Units^F4	$0.00	holding	—	—	—	—	—	Common Stock	502	502	I
Common Units^F4	$0.00	holding	—	—	—	—	—	Common Stock	36	36	I
Common Units^F4	$0.00	holding	—	—	—	—	—	Common Stock	109	109	I
Common Units^F4	$0.00	holding	—	—	—	—	—	Common Stock	79	79	I
Common Units^F4,F2	$0.00	holding	—	—	—	—	—	Common Stock	93	93	I
Series B Convertible Preferred Stock^F5	$0.18	holding	—	—	—	Aug 8, 2018	—	Common Stock	714,286	4,000,000	I
Stock Units under Deferred Compensation Plan^F6	—	holding	—	—	—	—	—	Common Stock	195,579	0	D

Explanation of responses

F1Previously reported as directly owned by the Reporting Person. Reflects the recent transfer of such securities to MJB Operating, LP, which is wholly-owned, directly or indirectly, by the Reporting Person.
F2Reflects the Reporting Person's pecuniary interest in such securities held directly by Ashford Financial Corporation, of which the Reporting Person is a shareholder. The Reporting Person disclaims any beneficial interest in any other Common Units or any shares of the Issuer's common stock (or securities convertible into shares of the Issuer's common stock) held directly or indirectly by Ashford Financial Corporation.
F3The options were acquired from the Issuer in a grant under the Issuer's 2014 Incentive Plan.
F4Common units ("Common Units") in Ashford Hospitality Advisors LLC, the Issuer's operating subsidiary, owned by the Reporting Person. Common 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. 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, Archie Bennett, Jr., 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 conversion 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 Ashford Inc. Amended and Restated Nonqualified Deferred Compensation Plan (originally adopted by Ashford Hospitality Trust, Inc., effective January 1, 2008) assumed by the Issuer, effective November 12, 2014.