4//SEC Filing
Bennett Monty J 4
Accession 0001104659-24-032504
CIK 0001232582other
Filed
Mar 7, 7:00 PM ET
Accepted
Mar 8, 5:59 PM ET
Size
31.7 KB
Accession
0001104659-24-032504
Insider Transaction Report
Form 4
BENNETT MONTGOMERY J
DirectorChief Executive Officer
Transactions
- Exercise/Conversion
Performance LTIP Units (2021)
2024-03-06−36,644.25→ 0 total(indirect: Texas Yarrow 2021)Exercise: $0.00From: 2023-12-31Exp: 2023-12-31→ Common Stock (0 underlying) - Disposition to Issuer
Performance LTIP Units (2021)
2024-03-06−85,504.75→ 36,644.25 total(indirect: Texas Yarrow 2021)Exercise: $0.00From: 2023-12-31Exp: 2023-12-31→ Common Stock (36,644.25 underlying) - Exercise/Conversion
Special Limited Partnership Units
2024-03-06+36,644.25→ 85,504.25 total(indirect: Texas Yarrow 2021)Exercise: $0.00→ Common Stock (36,644.25 underlying)
Holdings
- 3,843
Common Stock
- 3,583(indirect: By Dartmore, LP)
Common Stock
- 740(indirect: By Reserve, LP IV)
Common Stock
- 481,050(indirect: By LLC)
Performance LTIP Units (2022)
Exercise: $0.00From: 2024-12-31Exp: 2024-12-31→ Common Stock (481,050 underlying) - 9,668(indirect: By MJB Operating, LP)
Common Limited Partnership Units
Exercise: $0.00→ Common Stock (9,668 underlying) - 1,771(indirect: By MJB Investments, LP)
Common Limited Partnership Units
Exercise: $0.00→ Common Stock (1,771 underlying) - 3,968(indirect: By Reserve, LP III)
Common Limited Partnership Units
Exercise: $0.00→ Common Stock (3,968 underlying) - 25,359(indirect: By Dartmore, LP)
Common Limited Partnership Units
Exercise: $0.00→ Common Stock (25,359 underlying) - 7,612(indirect: By MJB Investments, LP)
Common Stock
- 218,345
Performance LTIP Units (2023)
Exercise: $0.00From: 2025-12-31Exp: 2025-12-31→ Common Stock (218,345 underlying) - 2,003
Special Limited Partnership Units
Exercise: $0.00→ Common Stock (2,003 underlying) - 7,148(indirect: By MJB Operating, LP)
Special Limited Partnership Units
Exercise: $0.00→ Common Stock (7,148 underlying) - 5,497(indirect: By Reserve, LP IV)
Common Limited Partnership Units
Exercise: $0.00→ Common Stock (5,497 underlying) - 4,716(indirect: By Ashford Financial Corporation)
Common Limited Partnership Units
Exercise: $0.00→ Common Stock (4,716 underlying)
Footnotes (10)
- [F1]Each performance LTIP unit ("Performance LTIP Unit") award represents a special long-term incentive partnership unit ("LTIP Unit") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"), subject to specified performance-based vesting criteria.
- [F10]Reflects only the Reporting Person's pecuniary interest in the aggregate number of Common Units held directly by Ashford Financial Corporation. The Reporting Person hereby disclaims any interest in all other securities of the Issuer held directly by Ashford Financial Corporation.
- [F2]Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 250% of the target number of LTIP Units. The actual number of Performance LTIP Units that may vest can range from 0% to 250% of the target number of Performance LTIP Units, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder return, the Performance LTIP Units will generally vest on December 31, 2023 (with respect to the 2021 grant), December 31, 2024 (with respect to the 2022 grant) and December 31, 2025 (with respect to the 2023 grant). Vested LTIP Units, upon achieving parity with the Common Units (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 8 discussing the convertibility of the Common Units.
- [F3]Represents 85,504.75 Performance LTIP Units that were forfeited due to certain performance criteria of the 2021 Performance Stock Unit award not being met.
- [F4]Represents special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Units, are convertible into Common Units at the option of the Reporting Person. See Footnote 8 discussing the convertibility of the Common Units.
- [F5]The LTIP Units reported herein vest in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant. See Footnote 4 discussing the convertibility of vested LTIP Units.
- [F6]Neither the Common Units nor the LTIP Units have an expiration date.
- [F7]Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes.
- [F8]Common Limited Partnership Units of the Subsidiary ("Common Units"). 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.
- [F9]Reflects the aggregate number of Common Units currently held directly or indirectly, as noted, 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 8 discussing the convertibility of the Common Units.
Documents
Issuer
ASHFORD HOSPITALITY TRUST INC
CIK 0001232582
Entity typeother
Related Parties
1- filerCIK 0001260654
Filing Metadata
- Form type
- 4
- Filed
- Mar 7, 7:00 PM ET
- Accepted
- Mar 8, 5:59 PM ET
- Size
- 31.7 KB