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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Ashford Hospitality Prime, Inc. [ AHP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/20/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/20/2018 | F(1) | 677 | D | $9.96(1) | 7,421 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Performance LTIP Units (2018) | $0(2) | 12/31/2020 | 12/31/2020 | Common Stock(4) | 62,500(7) | 62,500(7) | D | ||||||||
| LTIP Units(4) | $0(4) | (9) | (12) | Common Stock(4) | 31,250(8) | 64,802(10) | D | ||||||||
| Performance LTIP Units (2017) | $0(2) | 12/31/2019 | 12/31/2019 | Common Stock(4) | 45,249(7) | 45,249(7) | D | ||||||||
| Performance Stock Units(3) | $0(3) | 12/31/2018 | 12/31/2018 | Common Stock(3) | 28,329(6) | 28,329(6) | D | ||||||||
| Common Partnership Units(5) | $0(5) | 07/27/2016 | (12) | Common Stock(5) | 55,108.9(5) | 55,108.9(11) | D | ||||||||
| Explanation of Responses: |
| 1. 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 vesting of restricted stock held by the Reporting Person. Represents the closing price of the common stock on March 20, 2018, the date of forfeiture. |
| 2. The Reporting Person received the LTIP Units and Performance LTIP Units awards reported herein under the Issuer's 2013 Equity Incentive Plan (the "Plan"). |
| 3. Each Performance Stock Unit ("Performance Stock Unit") award represents the right, upon achievement of certain specified performance-based vesting criteria prior to the end of a specified performance period, to receive up to two (2) shares of the Issuer's common stock. |
| 4. Represents special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Prime Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Partnership Units (as defined below) are convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 5 discussing convertibility of Common Partnership Units. |
| 5. Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"). 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. |
| 6. Represents the target share amount that may be issued pursuant to such award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 200% of the number of Performance Stock Units awarded, based on achievement of a specified relative total stockholder returns. Assuming continued service through the vesting date and achievement of the specified performance-based vesting criteria, the Performance Stock Units, as adjusted, will generally vest on December 31, 2018. |
| 7. Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 200% of the target number of LTIP Units for such respective award. The actual number of Performance LTIP Units that may vest can range from 0% to 200% of the target number of Performance LTIP Units, based on achievement of a specified relative total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative total stockholder return, the Performance LTIP Units, as adjusted, will generally vest on December 31, 2019 (with respect to the 2017 grant), and December 31, 2020 (with respect to the 2018 grant - reported herein). See Footnote 4 discussing the convertibility of vested LTIP Units. |
| 8. Reflects only the number of shares of underlying securities into which the reported award of LTIP Units (not the aggregate number of LTIP Units) is convertible. See Footnote 4 discussing the convertibility of vested LTIP Units. |
| 9. The LTIP Units reported herein vest and are convertible in three equal installments over a three-year term from the date of the award. See Footnote 4 discussing the convertibility of vested LTIP Units. |
| 10. Reflects the aggregate number of LTIP Units held directly or indirectly 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 vesting dates and include those which (i) may have achieved parity with the Common Partnership Units, (ii) have not yet achieved parity with the Common Partnership Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes. See Footnote 4 discussing convertibility of LTIP Units and Footnote 5 discussing convertibility of Common Partnership Units. |
| 11. 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 5 discussing the convertibility of the Common Partnership Units. |
| 12. 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. |
| /s/ J. Robison Hays III | 03/22/2018 | |
| ** 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. | ||