Braemar Hotels & Resorts Form 4/A / Jeremy Welter 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^*

Welter Jeremy

(Last)

(First)

(Middle)

14185 DALLAS PARKWAY,

SUITE 1200

(Street)

DALLAS

75254

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Braemar Hotels & Resorts Inc. [ BHR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/19/2022

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	07/15/2022		M⁽¹⁾⁽²⁾		151,662	A	⁽³⁾	511,060⁽¹⁾⁽²⁾	D
Common Stock	07/15/2022		J⁽⁴⁾		1,255	A	$4.83⁽⁴⁾	512,315⁽¹⁾⁽²⁾	D
Common Stock	07/15/2022		F⁽¹⁾⁽²⁾⁽⁵⁾		59,609	D	$5.22⁽⁶⁾	452,706⁽¹⁾⁽²⁾	D
Common Stock	07/15/2022		F⁽¹⁾⁽²⁾⁽⁵⁾		457	D	$5.22⁽⁶⁾	452,249⁽¹⁾⁽²⁾	D
Series E Redeemable Preferred Stock								4,841.08⁽⁷⁾	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)
Performance Stock Units (2021)⁽³⁾	$0.00⁽³⁾	07/15/2022		A⁽¹⁾⁽²⁾⁽⁸⁾		151,662		12/31/2023	12/31/2023	Common Stock	151,662⁽⁸⁾	$0.00⁽¹⁾⁽²⁾⁽³⁾	151,662⁽⁸⁾	D
Performance Stock Units (2021)⁽³⁾	$0.00⁽³⁾	07/15/2022		M⁽¹⁾⁽²⁾			151,662	12/31/2023	12/31/2023	Common Stock	0⁽⁸⁾	⁽¹⁾⁽²⁾⁽³⁾	0⁽⁸⁾	D
LTIP Units⁽⁹⁾	$0.00⁽⁹⁾							⁽¹⁰⁾	⁽¹¹⁾	Common Stock	30,048⁽¹¹⁾		30,048⁽¹²⁾	D
Common Partnership Units⁽¹³⁾	$0.00⁽¹³⁾							⁽¹³⁾	⁽¹¹⁾	Common Stock	123,374⁽¹³⁾		123,374⁽¹⁴⁾	D

Explanation of Responses:

1. As indicated in the Form 4 filed on July 19, 2022 (the "Original Filing") that reported common stock received by the Reporting Person in connection with the vesting of performance stock units ("Performance Stock Units"), the number of shares of common stock issued upon vesting of Performance Stock Units reported in the Original Filing was estimated and recorded at 100% of the number of Performance Stock Units initially awarded (the target number) because the number of Performance Stock Units that actually vested was dependent upon actual performance that had not yet been determined, and as a result the number of shares of common stock withheld for taxes upon the vesting of the Performance Stock Units was estimated in such filing because the final tax withholding information was likewise not available at the time.

2. This amendment is being filed to report the number of Performance Stock Units that actually vested (200% of the target number of Performance Stock Units based on the extent of actual achievement of the specified performance goals) and the number of shares of common stock that were actually withheld to satisfy tax obligations upon vesting.

3. Each Performance Stock Unit award represented the right, upon achievement of certain specified performance-based vesting criteria, to receive up to two (2) shares of the Issuer's common stock.

4. Represents dividend equivalent rights that accrued on a Performance Stock Unit award pursuant to the dividend reinvestment feature of the award. Each dividend equivalent right is the economic equivalent of one share of the Issuer's common stock and is settled in common stock.

5. Represents shares of common stock forfeited to the Issuer to satisfy certain tax-withholding obligations of the Reporting Person arising as a result of the award of dividend equivalent rights and the vesting of Performance Stock Units, restricted stock and common stock held by the Reporting Person.

6. Represents the closing price of the common stock on July 28, 2022, the last trading day before the date of forfeiture.

7. Included in the amount reported are shares of common stock acquired under the automatic dividend reinvestment plan, exempt under Rule 16a-11.

8. Represents the maximum share amount that may be issued pursuant to such award of Performance Stock Units. The number of shares of common stock to be issued upon vesting of a Performance Stock Unit can range from 0% to 200% of the number of Performance Stock Units awarded, based on achievement of specified performance goals.

9. Represents special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units of the Subsidiary ("Common Partnership Units") are convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 12 discussing convertibility of Common Partnership Units.

10. The LTIP Units reported herein were subject to vesting in three (3) equal installments over a three (3) year term from the date of the award, subject to acceleration. See Footnote 8 discussing the convertibility of vested LTIP Units.

11. Neither the Common Partnership Units nor vested LTIP Units (including any LTIP Units awarded upon achievement of the specified performance criteria relating to vested Performance LTIP Units) have an expiration date.

12. Reflects the aggregate number of LTIP Units held by the Reporting Person following the LTIP Units award reported herein, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and include those which (i) may have achieved parity with the Common Partnership Units, or (ii) have not yet achieved parity with the Common Partnership Units. Such LTIP Units have been combined herein solely for reporting purposes. See Footnote 8 discussing convertibility of LTIP Units and Footnote 12 discussing the convertibility of the Common Partnership Units.

13. Common Partnership 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.

14. Reflects the aggregate number of Common Partnership Units currently held by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 12 discussing the convertibility of the Common Partnership Units.

	/s/ Jeremy Welter	08/03/2022
	** 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.

Braemar Hotels & Resorts (BHR) Form 4/ABraemar Hotels & Resorts / Jeremy Welter ownership change