| Item 1. | |
| (a) | Name of issuer:
Ashford Hospitality Trust Inc. |
| (b) | Address of issuer's principal executive
offices:
14185 Dallas Parkway Suite 1200 Dallas, Texas 75254 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) Varde Investment Partners (Offshore) Master, L.P. ("VIP Offshore");
(ii) Varde Credit Partners Master, L.P. ("Credit Partners");
(iii) Varde Investment Partners, L.P. ("VIP");
(iv) The Varde Dislocation Fund, L.P. ("Varde Dislocation");
(v) The Varde Fund XIII, L.P. ("Fund XIII" and, together with each of the foregoing, the "Varde Funds");
(vi) Varde Partners, Inc. ("General Partner"); and
(vii) Bradley Bauer ("Mr. Bauer"). |
| (b) | Address or principal business office or, if
none, residence:
The principal business address of each Reporting Person is 350 N Fifth Street, Suite 800, Minneapolis, MN 55401.
|
| (c) | Citizenship:
See responses to Item 4 on each cover page. |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
044103869 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page.
The reported securities are held as follows:
VIP Offshore directly holds 36,482 shares of Common Stock, representing 0.66% of the outstanding shares of Common Stock. VIP directly holds 28,400 shares of Common Stock, representing 0.51% of the outstanding shares of Common Stock. Varde Investment Partners G.P., L.P. ("VIP GP") is the general partner of each of VIP Offshore and VIP, and Varde Investment Partners UGP, LLC ("VIP UGP") is the general partner of VIP GP. Therefore, VIP GP and VIP UGP may be deemed beneficial owners of the securities held directly by VIP Offshore and VIP.
Credit Partners directly holds 36,681 shares of Common Stock, representing 0.66% of the outstanding shares of Common Stock. Varde Credit Partners G.P., L.P. ("Credit Partners GP") is the general partner of Credit Partners, and Varde Credit Partners UGP, LLC ("Credit Partners UGP") is the general partner of Credit Partners GP. Therefore, Credit Partners GP and Credit Partners UGP may be deemed beneficial owners of the securities held directly by Credit Partners.
Varde Dislocation directly holds 46,857 shares of Common Stock, representing 0.85% of the outstanding shares of Common Stock. The Varde Dislocation Fund G.P., L.P. ("Varde Dislocation GP") is the general partner of Varde Dislocation, and The Varde Dislocation Fund UGP, LLC ("Varde Dislocation UGP") is the general partner of Varde Dislocation GP. Therefore, Varde Dislocation GP and Varde Dislocation UGP may be deemed beneficial owners of the shares held directly by Varde Dislocation.
Fund XIII directly holds 60,876 shares of Common Stock, representing 1.1% of the outstanding shares of Common Stock. The Varde Fund XIII G.P., L.P. ("Fund XIII GP") is the general partner of Fund XIII, and The Varde Fund XIII UGP, LLC ("Fund XIII UGP") is the general partner of Fund XIII GP. Therefore, Fund XIII GP and Fund XIII UGP may be deemed beneficial owners of the securities held directly by Fund XIII.
Varde Partners, L.P. ("VPLP") is the managing member of VIP UGP, Credit Partners UGP, VP UGP, Varde Dislocation UGP and Fund XIII UGP. The General Partner is the general partner of VPLP. Mr. Bauer is the Chief Executive Officer of the General Partner. Therefore, VPLP, the General Partner and Mr. Bauer may be deemed beneficial owners of the securities held directly by the Varde Funds.
The filing of this statement on Schedule 13G (this "Statement") shall not be construed as an admission that any of the Reporting Persons are, for the purposes of Section 13(d) and/or Section 13(g) of the Act, the beneficial owner of any securities covered by this Statement. |
| (b) | Percent of class:
See responses to Item 11 on each cover page hereto and the information set forth in Item 4(a) above. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
|
| | (ii) Shared power to vote or to direct the
vote:
See responses to Item 6 on each cover page.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
See responses to Item 7 on each cover page.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
See responses to Item 8 on each cover page.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | 
Ownership of 5 percent or less of a class |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members
of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
