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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ASHFORD HOSPITALITY TRUST INC [ AHT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/12/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 05/12/2021 | A(1) | 232,085 | A | $0.00(1) | 282,050 | D | |||
| Common Stock | 221 | I | By spouse's IRA | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Common Limited Partnership Units(2) | $0.00(2) | (2) | (3) | Common Stock | (2) | 11,169(4) | D | ||||||||
| Performance Stock Units (2021)(5) | $0.00(5) | 05/12/2021 | A(6) | 232,084(7) | 12/31/2023 | 12/31/2023 | Common Stock | 232,084(7) | $0.00(6) | 232,084(7) | D | ||||
| Performance Stock Units (2020)(5) | $0.00(5) | 12/31/2022 | 12/31/2022 | Common Stock | 10,000(7) | 10,000(7) | D | ||||||||
| Performance Stock Units (2019)(5) | $0.00(5) | 12/31/2021 | 12/31/2021 | Common Stock | 10,741(7) | 10,741(7) | D | ||||||||
| Explanation of Responses: |
| 1. On March 8, 2021, the Issuer approved this award of restricted stock to the Reporting Person pursuant to a restricted stock grant from the Issuer under the Issuer's 2021 Stock Incentive Plan (the "Plan"), subject to approval of the Plan by the Company's stockholders at the Company's Annual Meeting on May 12, 2021 (which approval was obtained). Such shares generally vest in three (3) substantially equal installments on the first three (3) anniversaries following March 8, 2021, subject to accelerated vesting on certain specified events. |
| 2. Common Limited Partnership Units ("Common Units") of the Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary (the "Subsidiary"). 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. |
| 3. The Common Units do not have an expiration date. |
| 4. Reflects aggregate number of Common Units currently held by the Reporting Person, some of which may have been converted from special long-term incentive partnership units of the Subsidiary by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 2 discussing the convertibility of the Common Units. |
| 5. Each performance stock unit ("Performance Stock Unit") award granted in 2020 represents a right to receive between 0% and 200% of the target number of Performance Stock Units reflected in the table. Each Performance Stock Unit award granted in 2021 represents a right to receive between 0% and 250% of the target number of Performance Stock Units reflected in the table. |
| 6. The Reporting Person received the 2021 Performance Stock Units pursuant to a grant from the Issuer under the Plan, and the 2019 and 2020 Performance Stock Units pursuant to a grant under the Issuer's 2011 Stock Incentive Plan. |
| 7. Represents the target number of common stock shares that may be issued pursuant to the award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 200% (in the case of 2020 Performance Stock Units) or 0% to 250% (in the case of 2021 Performance Stock Units) of the target number of Performance Stock Units reported, based on achievement of specified performance metrics. Assuming continued service through the vesting date and minimum achievement of the specified performance metrics, the Performance Stock Units will generally vest on December 31, 2021 (with respect to the 2019 grant), December 31, 2022 (with respect to the 2020 grant) and December 31, 2023 (with respect to the 2021 grant). |
| /s/ Deric S. Eubanks | 05/14/2021 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||