Nunneley Mark Form 4 Ashford / MARK NUNNELEY 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^*

NUNNELEY MARK

(Last) (First) (Middle)

14185 DALLAS PARKWAY

SUITE 1200

(Street)

DALLAS TX 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2021

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								40,614	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class 2 LTIP Units	$61.12	09/10/2021		A(1)(2)		20,000		02/27/2022	02/27/2029	Common Stock	20,000	$0(1)(2)	20,000	D
Class 2 LTIP Units	$94.96	09/10/2021		A(1)(2)		16,299		03/14/2021	03/14/2028	Common Stock	16,299	$0(1)(2)	16,299	D
Class 2 LTIP Units	$57.71	09/10/2021		A(1)(2)		10,000		10/03/2020	10/03/2027	Common Stock	10,000	$0(1)(2)	10,000	D
Class 2 LTIP Units	$57.34	09/10/2021		A(1)(2)		10,000		04/18/2020	04/18/2027	Common Stock	10,000	$0(1)(2)	10,000	D
Class 2 LTIP Units	$45.59	09/10/2021		A(1)(2)		20,000		03/31/2019	03/31/2026	Common Stock	20,000	$0(1)(2)	20,000	D
Class 2 LTIP Units	$85.97	09/10/2021		A(1)(2)		30,000		12/11/2017	12/11/2022	Common Stock	30,000	$0(1)(2)	30,000	D
Stock Options (right to purchase)	$61.12	09/10/2021		D(3)			20,000	02/27/2022	02/27/2029	Common Stock	20,000	$0(3)	0	D
Stock Options (right to purchase)	$94.96	09/10/2021		D(3)			16,299	03/14/2021	03/14/2028	Common Stock	16,299	$0(3)	0	D
Stock Options (right to purchase)	$57.71	09/10/2021		D(3)			10,000	10/03/2020	10/03/2027	Common Stock	10,000	$0(3)	0	D
Stock Options (right to purchase)	$57.34	09/10/2021		D(3)			10,000	04/18/2020	04/18/2027	Common Stock	10,000	$0(3)	0	D
Stock Options (right to purchase)	$45.59	09/10/2021		D(3)			20,000	03/31/2019	03/31/2026	Common Stock	20,000	$0(3)	0	D
Stock Options (right to purchase)	$85.97	09/10/2021		D(3)			30,000	12/11/2017	12/11/2022	Common Stock	30,000	$0(3)	0	D
Common Units(4)	$0.00(4)							(4)	(4)	Common Stock(4)	132.8		132.8	D

Explanation of Responses:

1. This Class 2 Long-Term Incentive Partnership Unit ("LTIP 2") in the Issuer's subsidiary operating partnership, Ashford Hospitality Holdings LLC ("AHH"), was granted to the Reporting Person under the Issuer's 2014 Incentive Plan, as amended, as a substitute award for the corresponding stock option voluntarily forfeited by the Reporting Person, as described herein. The LTIP 2s vest on the same schedule as the applicable forfeited option and are intended to replicate the economics of each such option; therefore, each vested LTIP 2 can convert into a number of LTIPs in AHH based on the appreciation in a share of the Issuer's common stock over the initial exercise price of the applicable forfeited option, but a vested LTIP 2 may only be so converted prior to the final conversion date of such LTIP 2 (which is the same as the expiration date of the applicable forfeited option).

2. LTIPs, upon achieving parity with common limited partnership units of AHH, are in turn convertible into common limited partnership units of AHH, which are themselves 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. This stock option was voluntarily forfeited by the Reporting Person in exchange for a long-term incentive partnership unit ("LTIP") in the Issuer's subsidiary operating partnership, granted under the Issuer's 2014 Incentive Plan, as amended

4. 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.

	/s/ Mark L. Nunneley	09/14/2021
	** Signature of Reporting Person	Date
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