Ashford Form 4 / Monty J Bennett 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^*

Bennett Monty J

(Last)

(First)

(Middle)

14185 DALLAS PARKWAY

SUITE 1200

(Street)

DALLAS

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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO and Chairman of the Board

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)
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								253,350	D
Common Stock								18,816	I	By MJB Operating, LP
Common Stock								118,290	I	By MJB Investments LP
Common Stock								62,116	I	By Dartmore LP
Common Stock								13,408	I	By Reserve, LP IV
Common Stock								8,918	I	By Reserve, LP III
Common Stock								10,597.5⁽¹⁾	I	By Ashford Financial Corporation

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)
Class 2 LTIP Units	$57.71	09/10/2021		A⁽²⁾⁽³⁾		50,000		10/03/2020	10/03/2027	Common Stock	50,000	$0⁽²⁾⁽³⁾	50,000	D
Class 2 LTIP Units	$57.34	09/10/2021		A⁽²⁾⁽³⁾		50,000		04/18/2020	04/18/2027	Common Stock	50,000	$0⁽²⁾⁽³⁾	50,000	D
Class 2 LTIP Units	$45.59	09/10/2021		A⁽²⁾⁽³⁾		100,000		03/31/2019	03/31/2026	Common Stock	100,000	$0⁽²⁾⁽³⁾	100,000	D
Stock Options (right to purchase)	$57.71	09/10/2021		D⁽⁴⁾			50,000	10/03/2020	10/03/2027	Common Stock	50,000	$0⁽⁴⁾	0	D
Stock Options (right to purchase)	$57.34	09/10/2021		D⁽⁴⁾			50,000	04/18/2020	04/18/2027	Common Stock	50,000	$0⁽⁴⁾	0	I	By MJB Operating, LP
Stock Options (right to purchase)	$45.59	09/10/2021		D⁽⁴⁾			100,000	03/31/2019	03/31/2026	Common Stock	100,000	$0⁽⁴⁾	0	I	By MJB Operating, LP
Stock Options (right to purchase)	$61.12							02/27/2022	02/27/2029	Common Stock	90,000		90,000	D
Stock Options (right to purchase)	$94.96							03/14/2021	03/14/2028	Common Stock	77,206		77,206	D
Stock Options (right to purchase)	$85.97							12/11/2017	12/11/2022	Common Stock	95,000		95,000	I	By MJB Operating, LP
Series D Convertible Preferred Stock⁽⁵⁾	$0.21⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	1,924,957⁽⁵⁾		9,047,300	I	By MJB Investments LP
Series D Convertible Preferred Stock⁽⁶⁾	$0.21⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	17,021⁽⁶⁾		80,000	I	By Trust⁽⁶⁾
Series D Convertible Preferred Stock⁽⁷⁾	$0.21⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	32,340⁽⁷⁾		152,000	D
Common Units⁽⁸⁾	$0.00⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock⁽⁸⁾	143.04		143.04	I	By MJB Operating, LP
Common Units⁽⁸⁾	$0.00⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock⁽⁸⁾	501.6		501.6	I	By Dartmore LP
Common Units⁽⁸⁾	$0.00⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock⁽⁸⁾	35.91		35.91	I	By MJB Investments LP
Common Units⁽⁸⁾	$0.00⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock⁽⁸⁾	109.24		109.24	I	By Reserve, LP IV
Common Units⁽⁸⁾	$0.00⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock⁽⁸⁾	78.67		78.67	I	By Reserve, LP III
Common Units⁽⁸⁾	$0.00⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock⁽⁸⁾	93.18⁽¹⁾		93.18⁽¹⁾	I	By Ashford Financial Corporation
Stock Units under Deferred Compensation Plan⁽⁹⁾	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	195,579		195,579⁽⁹⁾	D

Explanation of Responses:

1. Reflects the Reporting Person's pecuniary interest in such securities held directly by Ashford Financial Corporation, of which the Reporting Person is a shareholder. The Reporting Person disclaims any beneficial interest in any other Common Units (as defined below) or any shares of the Issuer's common stock (or securities convertible into shares of the Issuer's common stock) held directly or indirectly by Ashford Financial Corporation.

2. 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).

3. 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.

4. 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.

5. Such 9,047,300 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 1,924,957 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 (the "Conversion Ratio").

6. In connection with the transactions contemplated by the Combination Agreement, the 80,000 shares of Series B Convertible Preferred Stock beneficially owned by a trust for the benefit of one of the Reporting Person's minor children were converted on a one-for-one basis into 80,000 shares of Series D Convertible Preferred Stock. Such 80,000 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 17,021 shares of the Issuer's common stock at the Conversion Ratio.

7. In connection with the transactions contemplated by the Combination Agreement, the Reporting Person received 152,000 shares of Series D Convertible Preferred Stock. Such 152,000 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 32,340 shares of the Issuer's common stock at the Conversion Ratio.

8. 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.

9. Each Stock Unit entitles the Reporting Person to receive one share of the Issuer's common stock on the date (or dates) elected by the Reporting Person under the Ashford Inc. Amended and Restated Nonqualified Deferred Compensation Plan (originally adopted by Ashford Hospitality Trust, Inc., effective January 1, 2008) assumed by the Issuer, effective November 12, 2014.

	/s/ Monty J. Bennett	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).
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Ashford (AINC) Form 4Ashford / Monty J Bennett ownership change