| FORM 5 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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 |
| |||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
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)
| ||||||||||||||||||||||||
| 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock(1) | 03/23/2020 | G(2) | 30,000 | D | $0 | 147,990(3) | D | ||||||||
| Common Stock | 03/23/2020 | G(2) | 30,000 | A | $0 | 50,000(3) | I | By Brianna M Kessler 2015 Children's Irrevocable Trust(2) | |||||||
| Common Stock | 03/23/2020 | G(2) | 30,000 | D | $0 | 147,990(3) | D | ||||||||
| Common Stock | 03/23/2020 | G(2) | 30,000 | A | $0 | 50,000(3) | I | By Grant R Kessler 2015 Children's Irrevocable Trust(2) | |||||||
| Common Stock | 03/25/2020 | G(4) | 20,000 | D | $0 | 147,990(3) | D | ||||||||
| Common Stock | 03/25/2020 | G(4) | 20,000 | A | $0 | 50,000(3) | I | By Brianna M Kessler 2015 Children's Irrevocable Trust(4) | |||||||
| Common Stock | 03/25/2020 | G(4) | 20,000 | D | $0 | 147,990(3) | D | ||||||||
| Common Stock | 03/25/2020 | G(4) | 20,000 | A | $0 | 50,000(3) | I | By Grant R Kessler 2015 Children's Irrevocable Trust(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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Explanation of Responses: |
| 1. On July 15, 2020, the Issuer effected a 1-for-10 reverse stock split of its common stock (the "Reverse Stock Split"). All shares amounts reported on this Form 5 have been retrospectively adjusted to reflect the Reverse Stock Split on a post-split basis. |
| 2. On March 23, 2020, the reporting person transferred 30,000 shares of the Issuer's common stock to a trust of which the reporting person is a trustee. Members of the reporting person's immediate family are the sole beneficiaries of the trust. |
| 3. Reflects the number of shares owned as of May 15, 2020 at the time the reporting person ceased to be subject to Section 16 of the Securities Exchange Act of 1934, as amended, and following the transactions reported on this Form 5. |
| 4. On March 25, 2020, the reporting person transferred 20,000 shares of the Issuer's common stock to a trust of which the reporting person is a trustee. Members of the reporting person's immediate family are the sole beneficiaries of the trust. |
| /s/ Douglas Kessler | 01/13/2021 | |
| ** 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. | ||
