Ashford (AINC) Form 4 Ashford / 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 TX 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)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
President and COO

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								264,607	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class 2 LTIP Units	$61.12							02/27/2022	02/27/2029	Common Stock	35,000		35,000	D
Class 2 LTIP Units	$94.96							03/14/2021	03/14/2028	Common Stock	27,451		27,451	D
Class 2 LTIP Units	$57.71							10/03/2020	10/03/2027	Common Stock	17,500		17,500	D
Class 2 LTIP Units	$57.34							04/18/2020	04/18/2027	Common Stock	17,500		17,500	D
Class 2 LTIP Units	$45.59							03/31/2019	03/31/2026	Common Stock	35,000		35,000	D
Class 2 LTIP Units	$85.97	07/07/2022		D(1)			30,000	12/11/2017	12/11/2022	Common Stock	0	$0(1)	0	D
Class 2 LTIP Units	$85.97	07/07/2022		A(1)		30,000		12/11/2017	12/11/2025	Common Stock	30,000	$0(1)	30,000	D
Series D Convertible Preferred Stock(2)	$0.21(2)							(2)	(2)	Common Stock(2)	6,893		32,400(2)	D
Common Units(3)	$0.00(3)							(3)	(3)	Common Stock(3)	68.18		68.18	D

Explanation of Responses:

1. The reported transaction involves an amendment of outstanding Class 2 Long-Term Incentive Partnership Units ("LTIP 2") in Ashford Hospitality Holdings LLC originally granted on December 11, 2014 (the "Former Award"), resulting in the deemed cancellation of the Former Award and the grant of replacement LTIP 2s.

2. 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.

3. 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	07/08/2022
	** Signature of Reporting Person	Date
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