UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): November 6, 2013
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 001-31775 | 86-1062192 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS employer identification number) | ||
| 14185 Dallas Parkway, Suite 1100 | ||||
| Dallas, Texas | 75254 | |||
| (Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code (972) 490-9600
Check the appropriated box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS
On November 6, 2013, Ashford Hospitality Trust, Inc. ("Ashford Trust" or the “Company”) announced that, in connection with the previously announced spin-off of Ashford Hospitality Prime, Inc. (NYSE: AHP) (“Ashford Prime”), shares of Ashford Prime common stock and Ashford Trust common stock ex-distribution are expected to begin trading today on a “when-issued” basis on the New York Stock Exchange, under the symbols “AHP WI” and “AHT WI,” respectively, and continuing through November 19, 2013 (the “Distribution Date”). Shares of Ashford Trust common stock that trade in the “regular-way” market under the symbol “AHT” will continue to trade with an entitlement to shares of common stock of Ashford Prime distributed pursuant to the spin-off up to the Distribution Date.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
Number
| 99.1 | Press Release of the Company announcing the beginning of trading of "when-issued" trading in connection with the spin-off of Ashford Prime, dated November 6, 2013. |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 6, 2013
ASHFORD HOSPITALITY TRUST, INC.
By: /s/ DAVID A. BROOKS
David A. Brooks
Chief Operating Officer and General Counsel