Ashford Form 4/A / 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)
03/15/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/17/2022

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								253,350⁽¹⁾	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⁽²⁾	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	$45.59							03/31/2019	03/31/2026	Common Stock	100,000		100,000	I	Texas Yarrow 2021
Class 2 LTIP Units	$57.71							10/03/2020	10/03/2027	Common Stock	50,000		50,000	I	Texas Yarrow 2021
Class 2 LTIP Units	$57.34							04/18/2020	04/18/2027	Common Stock	50,000		50,000	I	Texas Yarrow 2021
Class 2 LTIP Units	$45	03/15/2022		A⁽³⁾⁽⁴⁾		48,170		03/15/2025	03/15/2032	Common Stock	48,170	$0⁽³⁾⁽⁴⁾	48,170	I	Texas Yarrow LLC - 2022 PS
Special Limited Partnership Units	$0⁽⁵⁾	03/15/2022		A⁽⁶⁾		38,853		⁽⁵⁾	⁽⁷⁾	Common Stock	38,853⁽⁵⁾⁽⁸⁾	$0⁽⁶⁾	38,853	I	Texas Yarrow LLC - 2022 PS
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⁽⁹⁾	$0.21⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	1,924,957⁽⁹⁾		9,047,300	I	By MJB Investments LP
Series D Convertible Preferred Stock⁽¹⁰⁾	$0.21⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	17,021⁽¹⁰⁾		80,000	I	By Trust⁽¹⁰⁾
Series D Convertible Preferred Stock⁽¹¹⁾	$0.21⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	32,340⁽¹¹⁾		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⁾							⁽¹²⁾	⁽¹²⁾	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⁽⁴⁾		93.18⁽⁴⁾	I	By Ashford Financial Corporation
Stock Units under Deferred Compensation Plan⁽¹²⁾	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	195,579		195,579⁽¹²⁾	I	Bennett Family Trust

Explanation of Responses:

1. On March 17, 2022, the Reporting Person filed a Form 4 reporting a grant of 38,853 restricted shares of the Issuer's common stock under the Issuer's 2014 Incentive Plan, as amended (the "Plan"). This Form 4 amendment is filed to properly report the grant instead as a grant under the Plan of 38,853 special long-term incentive partnership units ("LTIP Units") in the Issuer's subsidiary operating partnership, Ashford Hospitality Holdings LLC ("AHH"), that may ultimately be converted into shares of the Issuer's common stock on a 1-for-1 basis as described herein. Additionally, this Form 4 amendment is being filed to report an additional grant under the Plan of Class 2 Long-Term Incentive Partnership Units ("LTIP 2") in AHH, which can ultimately result in the issuance of Issuer common stock as described herein; that LTIP 2 grant was inadvertently omitted in the Form 4 filed on March 17, 2022.

2. LTIP 2s in AHH granted under the Plan. The LTIP 2s will vest on March 15, 2025, the third anniversary of the grant date on March 15, 2022. Each vested LTIP 2 can convert into a number of common limited partnership units of AHH ("Common Units"), based on the appreciation in a share of the Issuer's common stock over the issue price, but a vested LTIP 2 may only be so converted prior to the final conversion date of such LTIP 2.

3. LTIP Units, upon achieving parity with the Common Units, are in turn convertible into Common Units, 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. 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.

5. This LTIP Unit in AHH was granted to the Reporting Person under the Plan and is reported in lieu of the restricted stock grant previously reported by the Reporting Person on March 17, 2022. Vested LTIP Units, upon achieving parity with Common Units, are convertible into Common Units at the option of the Reporting Person. See Footnote 8 discussing the convertibility of Common Units.

6. The LTIP Unit awards reported herein were issued as an annual grant under the Plan.

7. Neither the LTIP Units nor the Common Units have an expiration date.

8. Common Units in AHH, 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. 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").

10. In connection with the transactions contemplated by the Combination Agreement, dated May 31, 2019, as amended (the "Combination Agreement"), among the Issuer, the Reporting Person, Archie Bennett, Jr., Remington Holdings, L.P., Remington Holdings GP, LLC, Project Management LLC, MJB Investments, L.P., Jeremy Welter, James L. Cowen, Ashford Nevada Holding Corp. and Ashford Merger Sub Inc., 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.

11. 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.

12. 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	04/06/2022
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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Ashford (AINC) Form 4/AAshford / Monty J Bennett ownership change