Bennett Monty J Form 4 ASHFORD HOSPITALITY TRUST / Monty J Bennett 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^*

Bennett Monty J

(Last)

(First)

(Middle)

14185 DALLAS PARKWAY

SUITE 1100

(Street)

DALLAS

75254

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ASHFORD HOSPITALITY TRUST INC [ AHT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units⁽¹⁾	$0⁽¹⁾	03/31/2016		A		230,770⁽²⁾		03/31/2019	03/31/2026	Common Stock⁽¹⁾⁽⁴⁾	230,770⁽²⁾⁽⁴⁾	$0⁽³⁾	230,770⁽²⁾⁽⁴⁾	D
Special Limited Partnership Units⁽⁴⁾	$0⁽⁴⁾	03/31/2016		A		230,772		⁽⁵⁾	⁽⁶⁾	Common Stock⁽⁴⁾	⁽⁴⁾	$0.05⁽⁷⁾	1,000,632⁽⁸⁾	D
Common Limited Partnership Units⁽⁹⁾	$0⁽⁹⁾							⁽⁹⁾	⁽⁶⁾	Commmon Stock⁽⁹⁾	⁽⁹⁾		495,446⁽⁹⁾	D
Common Limited Partnership Units⁽⁹⁾	$0⁽⁹⁾							⁽⁹⁾	⁽⁶⁾	Common Stock⁽⁹⁾	⁽⁹⁾		2,756,028⁽⁹⁾	I	By Dartmore LP
Common Limited Partnership Units⁽⁹⁾	$0⁽⁹⁾							⁽⁹⁾	⁽⁷⁾	Commmon Stock⁽⁹⁾	⁽⁹⁾		192,440⁽⁹⁾	I	By MJB Investments LP
Common Limited Partnership Units⁽⁹⁾	$0⁽⁹⁾							⁽⁹⁾	⁽⁶⁾	Common Stock⁽⁹⁾	⁽⁹⁾		597,368⁽⁹⁾	I	By Reserve LP, IV
Common Limited Partnership Units⁽⁹⁾	$0⁽⁹⁾							⁽⁹⁾	⁽⁶⁾	Common Stock⁽⁹⁾	⁽⁹⁾		431,292⁽⁹⁾	I	By Reserve LP, III
Common Limited Partnership Units⁽⁹⁾	$0⁽⁹⁾							⁽⁹⁾	⁽⁶⁾	Common Stock⁽⁹⁾	⁽⁹⁾		512,500⁽⁹⁾⁽¹⁰⁾	I	By Ashford Financial Corporation

Explanation of Responses:

1. Each performance stock unit ("Performance Stock Unit") award represents a right to receive one LTIP Unit (as defined below) if and when the applicable vesting criteria have been achieved.

2. Represents the target amount of LTIP Units that may be issued pursuant to an award of Performance Stock Units. The actual number of Performance Stock Units to be issued upon vesting can range from 0% to 200% of the number of Performance Stock Units reported, based on achievement of a specified relative total stockholder return, as determined by the Compensation Committee of the Board of Directors of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative total stockholder return, the Performance Stock Units, as adjusted, will generally vest on March 31, 2019.

3. The Reporting Person received the Performance Stock Unit award under the Issuer's 2011 Stock Incentive Plan.

4. 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 Limited Partnership Units of the Subsidiary ("Common Units"), are convertible into Common Units at the option of the Reporting Person. Common Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock based on a conversion ratio described in the partnership agreement of Subsidiary, which, on March 31, 2016, was 0.9543908329 shares of the Issuer's common stock for each Common Unit.

5. The acquired LTIPs reported herein vest and are convertible in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant.

6. Neither the Common Units nor the LTIP Units have an expiration date.

7. Per LTIP Unit purchase price.

8. Includes LTIP Units previously granted to, and reported by, the Reporting Person having different grant and vesting dates, some of 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 for reporting purposes.

9. Common Units currently held by the Reporting Person, some of which may have been converted from LTIPs by the Reporting Person. Common Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock based on a conversion ratio described in the partnership agreement of Subsidiary, which, on March 31, 2016, was 0.9543908329 shares of the Issuer's common stock for each Common Unit.

10. Common Units held directly by Ashford Financial Corporation, reflecting only the Reporting Person's pecuniary interest in the Common Units held by such entity. The Reporting Person hereby disclaims interest in all other securities of the Issuer held directly by such entity.

	/s/ MONTY J. BENNETT	04/01/2016
	** 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.
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Bennett Monty J Form 4ASHFORD HOSPITALITY TRUST / Monty J Bennett ownership change