Armstrong William H Iii Form 4 Moody National REIT II / WILLIAM H ARMSTRONG III ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ARMSTRONG WILLIAM H III

(Last) (First) (Middle)

6363 WOODWAY DRIVE

SUITE 110

(Street)

HOUSTON TX 77057

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Moody National REIT II, Inc. [ N/A ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
CLASS A COMMON STOCK	09/27/2017		A		8,968(1)	A	(1)	8,968	D
CLASS A COMMON STOCK	09/27/2017		A		5,000(2)	A	$0(3)	13,968	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Received in exchange for 21,874.495 shares of Moody National REIT I, Inc. ("Moody I") common stock in connection with the merger of Moody I with and into the issuer (the "Merger"). In the Merger, each share of Moody I common stock was converted into the right to receive either (i) cash, in the amount of $10.25 per share of Moody I common stock (the "Per Share Cash Consideration") or (ii) 0.41 shares of issuer common stock per share of Moody I common stock. Pursuant to the agreement and plan of merger governing the Merger, the parties thereto agreed that the price of each share of issuer common stock was $25.00.

2. Reflects the grant of 5,000 restricted shares of Class A common stock (the "Shares") pursuant to the issuer's independent directors' compensation plan (the "Plan") upon the reporting person's appointment to the issuer's board of directors. The Shares granted pursuant to the Plan will generally vest and become non-forfeitable in equal quarterly installments beginning on the first day of the first quarter following the date of grant; provided, however, that the shares of restricted stock granted pursuant to the Plan will become fully vested on the earlier to occur of (i) the termination of the reporting person's service as a director due to his death or disability, or (ii) a change in control of the issuer.

3. Shares of restricted common stock granted at no cost pursuant to the Plan.

	/s/ Brett C. Moody as Attorney-in-Fact	09/28/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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