| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
Robert G. Haiman
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254
(972) 490-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 044104-10-7 | SCHEDULE 13D | |
|
| 1 | Name of Reporting Person
Braemar Hotels & Resorts Inc. |
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | o |
| | (b) | o |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds (See Instructions)
WC |
|
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|
| 6 | Citizenship or Place of Organization
Maryland |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With | 7 | Sole Voting Power
0 |
|
8 | Shared Voting Power
174,983 |
|
9 | Sole Dispositive Power
0 |
|
10 | Shared Dispositive Power
174,983 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
174,983 |
|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
| 13 | Percent of Class Represented by Amount in Row (11)
7.9%* |
|
| 14 | Type of Reporting Person (See Instructions)
CO |
| | | | | | | |
* The percentage calculations herein are based upon an aggregate of 2,201,745 shares of common stock, par value $0.01 per share, of Ashford Inc. outstanding as of October 21, 2019.
2
CUSIP No. 044104-10-7 | SCHEDULE 13D | |
|
| 1 | Name of Reporting Person
Braemar Hospitality Limited Partnership |
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | o |
| | (b) | o |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds (See Instructions)
WC |
|
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|
| 6 | Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With | 7 | Sole Voting Power
0 |
|
8 | Shared Voting Power
174,983 |
|
9 | Sole Dispositive Power
0 |
|
10 | Shared Dispositive Power
174,983 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
174,983 |
|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
| 13 | Percent of Class Represented by Amount in Row (11)
7.9%* |
|
| 14 | Type of Reporting Person (See Instructions)
PN |
| | | | | | | |
* The percentage calculations herein are based upon an aggregate of 2,201,745 shares of common stock, par value $0.01 per share, of Ashford Inc. outstanding as of October 21, 2019.
3
CUSIP No. 044104-10-7 | SCHEDULE 13D | |
|
| 1 | Name of Reporting Person
Braemar OP General Partner LLC |
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | o |
| | (b) | o |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds (See Instructions)
WC |
|
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|
| 6 | Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With | 7 | Sole Voting Power
0 |
|
8 | Shared Voting Power
174,983 |
|
9 | Sole Dispositive Power
0 |
|
10 | Shared Dispositive Power
174,983 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
174,983 |
|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
| 13 | Percent of Class Represented by Amount in Row (11)
7.9%* |
|
| 14 | Type of Reporting Person (See Instructions)
OO |
| | | | | | | |
* The percentage calculations herein are based upon an aggregate of 2,201,745 shares of common stock, par value $0.01 per share, of Ashford Inc. outstanding as of October 21, 2019.
4
CUSIP No. 044104-10-7 | SCHEDULE 13D | |
|
| 1 | Name of Reporting Person
Ashford TRS Yountville LLC |
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | o |
| | (b) | o |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds (See Instructions)
OO |
|
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|
| 6 | Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With | 7 | Sole Voting Power
0 |
|
8 | Shared Voting Power
0 |
|
9 | Sole Dispositive Power
0 |
|
10 | Shared Dispositive Power
0 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
| 13 | Percent of Class Represented by Amount in Row (11)
0%* |
|
| 14 | Type of Reporting Person (See Instructions)
CO |
| | | | | | | |
* The percentage calculations herein are based upon an aggregate of 2,201,745 shares of common stock, par value $0.01 per share, of Ashford Inc. outstanding as of October 21, 2019.
5
CUSIP No. 044104-10-7 | SCHEDULE 13D | |
This amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D filed on August 10, 2015 (the “Initial Statement” and, as amended and supplemented through the date of this Amendment No. 3, collectively the “Statement”), by the undersigned, relating to the Common Stock, par value $0.01 per share (the “Common Stock”), of Ashford Inc., a Maryland corporation (the “Issuer”). Capitalized terms used and not defined in this Amendment No. 3 shall have the meaning ascribed to them in the Statement.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
Except as specifically supplemented by this Amendment No. 3, the Statement is unchanged.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On October 21, 2019, Braemar filed a Current Report on Form 8-K with the SEC, disclosing that on October 21, 2019, Braemar declared the distribution of its remaining 174,983 shares of the Issuer’s Common Stock. Both common stockholders and unitholders of Braemar will receive their pro-rata share of the Issuer’s Common Stock.
The distribution to Braemar common stockholders and unitholders will be completed through a pro-rata taxable dividend of the Issuer’s Common Stock on November 5, 2019 (the “Distribution Date”) to stockholders and unitholders of record (“Braemar Record Holders”) as of the close of business of the New York Stock Exchange (“NYSE”) on October 29, 2019 (the “Record Date”). On the Distribution Date, each Braemar Record Holder will receive approximately 0.0047 share of the Issuer’s Common Stock for every unit and/or share of Braemar common stock held by such Braemar Record Holder on the Record Date. The distribution is not contingent upon the Issuer’s planned acquisition of Remington Holdings, L.P.’s hotel management business or any other event. After the distribution, Braemar will not have any ownership interest in the Issuer.
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CUSIP No. 044104-10-7 | SCHEDULE 13D | |
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 23, 2019
| BRAEMAR HOTELS & RESORTS INC. |
| |
| By: | /s/ Robert G. Haiman |
| | Robert G. Haiman |
| | Executive Vice President, General Counsel and Secretary |
| |
| |
| BRAEMAR HOSPITALITY LIMITED PARTNERSHIP |
| |
| By: | Braemar OP General Partner LLC, its general partner |
| By: | /s/ Robert G. Haiman |
| | Robert G. Haiman |
| | Executive Vice President, General Counsel and Secretary |
| |
| |
| BRAEMAR OP GENERAL PARTNER LLC |
| |
| By: | /s/ Robert G. Haiman |
| | Robert G. Haiman |
| | Executive Vice President, General Counsel and Secretary |
| |
| |
| ASHFORD TRS YOUNTVILLE LLC |
| |
| By: | /s/ Robert G. Haiman |
| | Robert G. Haiman |
| | Executive Vice President, General Counsel and Secretary |
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