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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Ashford Inc. [ AINC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 251,139 | D | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | 35,000 | 02/27/2022 | 02/27/2029 | Common Stock | 35,000 | $0(1)(2) | 35,000 | D | ||||
| Class 2 LTIP Units | $94.96 | 09/10/2021 | A(1)(2) | 27,451 | 03/14/2021 | 03/14/2028 | Common Stock | 27,451 | $0(1)(2) | 27,451 | D | ||||
| Class 2 LTIP Units | $57.71 | 09/10/2021 | A(1)(2) | 17,500 | 10/03/2020 | 10/03/2027 | Common Stock | 17,500 | $0(1)(2) | 17,500 | D | ||||
| Class 2 LTIP Units | $57.34 | 09/10/2021 | A(1)(2) | 17,500 | 04/18/2020 | 04/18/2027 | Common Stock | 17,500 | $0(1)(2) | 17,500 | D | ||||
| Class 2 LTIP Units | $45.59 | 09/10/2021 | A(1)(2) | 35,000 | 03/31/2019 | 03/31/2026 | Common Stock | 35,000 | $0(1)(2) | 35,000 | 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) | 35,000 | 02/27/2022 | 02/27/2029 | Common Stock | 35,000 | $0(3) | 0 | D | ||||
| Stock Options (right to purchase) | $94.96 | 09/10/2021 | D(3) | 27,451 | 03/14/2021 | 03/14/2028 | Common Stock | 27,451 | $0(3) | 0 | D | ||||
| Stock Options (right to purchase) | $57.71 | 09/10/2021 | D(3) | 17,500 | 10/03/2020 | 10/03/2027 | Common Stock | 17,500 | $0(3) | 0 | D | ||||
| Stock Options (right to purchase) | $57.34 | 09/10/2021 | D(3) | 17,500 | 04/18/2020 | 04/18/2027 | Common Stock | 17,500 | $0(3) | 0 | D | ||||
| Stock Options (right to purchase) | $45.59 | 09/10/2021 | D(3) | 35,000 | 03/31/2019 | 03/31/2026 | Common Stock | 35,000 | $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 | ||||
| Series D Convertible Preferred Stock(4) | $0.21(4) | (4) | (4) | Common Stock(4) | 6,893 | 32,400(4) | D | ||||||||
| Common Units(5) | $0.00(5) | (5) | (5) | Common Stock(5) | 68.18 | 68.18 | 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. In connection with the transactions contemplated by the Combination Agreement, dated May 31, 2019, as amended, among the Issuer, the Reporting Person, Monty Bennett, Archie Bennett, Jr., Remington Holdings, L.P., Remington Holdings GP, LLC, Project Management LLC, MJB Investments, L.P., James L. Cowen, Ashford Nevada Holding Corp. and Ashford Merger Sub Inc., the Reporting Person, directly or indirectly through certain affiliates, acquired 32,400 shares of Series D Convertible Preferred Stock as reported herein. Such 32,400 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 6,893 shares of the Issuer's common stock at a conversion 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. |
| 5. 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/ Jeremy Welter | 09/14/2021 | |
| ** 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. | ||