Bennett Monty J Form 4 Ashford / 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 Inc. [ AINC ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO and Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2019

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)
Common Stock								18,816⁽¹⁾	I	By MJB Operating, LP
Common Stock								118,290⁽¹⁾	I	By MJB Investments LP
Common Stock								62,116⁽¹⁾	I	By Dartmore LP
Common Stock								13,408⁽¹⁾	I	By Reserve, LP IV
Common Stock								8,918⁽¹⁾	I	By Reserve, LP III
Common Stock								10,597.5⁽¹⁾⁽²⁾	I	By Ashford Financial Corporation
Common Stock								1,383⁽¹⁾	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)
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)
Series B Convertible Preferred Stock⁽³⁾	$0.18⁽³⁾	11/06/2019		D⁽⁴⁾			3,720,000	⁽³⁾	⁽³⁾	Common Stock	664,285⁽³⁾	$0	0	I	By MJB Investments LP
Series B Convertible Preferred Stock⁽³⁾	$0.18⁽³⁾	11/06/2019		D⁽⁶⁾			80,000	⁽³⁾	⁽³⁾	Common Stock	14,285⁽³⁾	$0	0	I	By Trust⁽³⁾
Series D Convertible Preferred Stock⁽⁵⁾	$0.21⁽⁵⁾	11/06/2019		A⁽⁴⁾⁽⁵⁾		9,047,300		⁽⁵⁾	⁽⁵⁾	Common Stock	1,924,957⁽⁵⁾	$0	9,047,300	I	By MJB Investments LP
Series D Convertible Preferred Stock⁽⁶⁾	$0.21⁽⁶⁾	11/06/2019		A⁽⁶⁾		80,000		⁽⁶⁾	⁽⁶⁾	Common Stock	17,021⁽⁶⁾	$0	80,000	I	By Trust⁽⁶⁾
Series D Convertible Preferred Stock⁽⁷⁾	$0.21⁽⁷⁾	11/06/2019		A⁽⁷⁾		152,000		⁽⁷⁾	⁽⁷⁾	Common Stock	32,340⁽⁷⁾	$0	152,000	D
Stock Options (right to purchase)	$61.12							02/27/2022	02/27/2029	Common Stock	90,000		90,000	D
Stock Options (right to purchase)	$94.96							03/14/2021	03/14/2028	Common Stock	77,206		77,206	D
Stock Options (right to purchase)	$57.71							10/03/2020	10/03/2027	Common Stock	50,000		50,000	D
Stock Options (right to purchase)	$57.34							04/18/2020	04/18/2027	Common Stock	50,000		50,000	I	By MJB Operating, LP
Stock Options (right to purchase)	$45.59							03/31/2019	03/31/2026	Common Stock	100,000		100,000	I	By MJB Operating, LP
Stock Options (right to purchase)	$85.97							12/11/2017	12/11/2022	Common Stock	95,000		95,000	I	By MJB Operating, LP
Common Units⁽⁸⁾	$0.00⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock⁽⁸⁾	143.04		143.04	I	By MJB Operating, LP
Common Units⁽⁸⁾	$0.00⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock⁽⁸⁾	501.6		501.6	I	By Dartmore LP
Common Units⁽⁸⁾	$0.00⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock⁽⁸⁾	35.91		35.91	I	By MJB Investments LP
Common Units⁽⁸⁾	$0.00⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock⁽⁸⁾	109.24		109.24	I	By Reserve, LP IV
Common Units⁽⁸⁾	$0.00⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock⁽⁸⁾	78.67		78.67	I	By Reserve, LP III
Common Units⁽⁸⁾	$0.00⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock⁽⁸⁾	93.18⁽²⁾		93.18⁽²⁾	I	By Ashford Financial Corporation
Stock Units under Deferred Compensation Plan⁽⁹⁾	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	195,579		195,579⁽⁹⁾	D

Explanation of Responses:

1. Reflects shares already reported as well as additional shares received in a distribution on November 5, 2019 of the Issuer's Common Stock by Ashford Hospitality Trust, Inc. and by Braemar Hotels & Resorts Inc., of which the Reporting Person is a shareholder, in the following amounts: MJB Operating LP, 4,662; MJB Investments LP, 2,813; Dartmore LP, 8,390; Reserve, LP IV, 1,806; Reserve, LP III, 1,155; Ashford Financial Corporation, 1,372.5, and 1,383 held directly by the Reporting Person.

2. Reflects the Reporting Person's pecuniary interest in such securities held directly by Ashford Financial Corporation, of which the Reporting Person is a shareholder. The Reporting Person disclaims any beneficial interest in any other Common Units or any shares of the Issuer's common stock (or securities convertible into shares of the Issuer's common stock) held directly or indirectly by Ashford Financial Corporation.

3. Reflects the earlier disposition of 200,000 shares of Series B Convertible Preferred Stock no longer beneficially owned by Reporting Person and 80,000 shares of Series B Convertible Preferred Stock transferred to a trust for the benefit of one of the Reporting Person's minor children. Such 3,720,000 shares and 80,000 shares of Series B Convertible Preferred Stock had no expiration date and were convertible at any time and from time to time, in full or partially, into 664,285 shares and 14,285 shares, respectively, of the Issuer's common stock at a conversion ratio equal to the liquidation preference of a share of Series B Convertible Preferred Stock, par value $25.00, divided by $140, subject to adjustment.

4. In connection with the transactions contemplated by the Combination Agreement, dated May 31, 2019, as amended (the "Combination Agreement"), among the Issuer, the Reporting Person, Archie Bennett, Jr., Remington Holdings, L.P., Remington Holdings GP, LLC, Project Management LLC, MJB Investments, L.P., Jeremy Welter, James L. Cowen, Ashford Nevada Holding Corp. and Ashford Merger Sub Inc., the 3,720,000 shares of Series B Convertible Preferred Stock beneficially owned by the Reporting Person were converted on a one-for-one basis into 3,720,000 shares of Series D Convertible Preferred Stock, and the Reporting Person acquired an additional 5,327,300 shares of the Series D Convertible Preferred Stock as reported herein.

5. Such 9,047,300 of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 1,924,957 shares of the Issuer's common stock at a conversation ratio equal to the liquidation preference of a share of Series D Convertible Preferred Stock, par value $25.00, divided by $117.50, subject to adjustment (the "Conversion Ratio").

6. In connection with the transactions contemplated by the Combination Agreement, the 80,000 shares of Series B Convertible Preferred Stock beneficially owned by a trust for the benefit of one of the Reporting Person's minor children were converted on a one-for-one basis into 80,000 shares of Series D Convertible Preferred Stock. Such 80,000 shares of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 17,021 shares of the Issuer's common stock at the Conversion Ratio.

7. In connection with the transactions contemplated by the Combination Agreement, the Reporting Person received 152,000 shares of Series D Convertible Preferred Stock. Such 152,000 shares of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 32,340 shares of the Issuer's common stock at the Conversation Ratio.

8. Common units ("Common Units") in Ashford Hospitality Advisors LLC, the Issuer's operating subsidiary, owned 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 on a 1-for-1 basis. The Common Units have no expiration date.

9. Each Stock Unit entitles the Reporting Person to receive one share of the Issuer's common stock on the date (or dates) elected by the Reporting Person under the Ashford Inc. Amended and Restated Nonqualified Deferred Compensation Plan (originally adopted by Ashford Hospitality Trust, Inc., effective January 1, 2008) assumed by the Issuer, effective November 12, 2014.

Remarks:

On November 6, 2019, the Issuer, Ashford Inc. (formerly Ashford Nevada Holding Corp.) became the successor issuer of OAINC II Inc. (formerly Ashford Inc.) under Rule 12g-3 of the Securities Exchange Act of 1934, as amended, pursuant to a merger. As a result of the merger, the state of incorporation of the company changed from Maryland to Nevada, and shares of common stock of the predecessor entity were exchanged on a one-for-one basis for shares of common stock of the Issuer.

	/s/ Monty J. Bennett	11/07/2019
	** Signature of Reporting Person	Date
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Bennett Monty J Form 4Ashford / Monty J Bennett ownership change