FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Bennett Monty J 		2. Issuer Name and Ticker or Trading Symbol

Ashford Hospitality Prime, Inc. [ AHP ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

14185 DALLAS PARKWAY, SUITE 1100 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/13/2016
(Street)

DALLAS, TX 75254
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  216891   I   By MJB Investments LP  
Common Stock                  17828   I   By Reserve LP IV  
Common Stock                  86329   I   By Dartmore LP  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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 (2016)   (1) $0   (1) (4) 10/13/2016     A   (1)    311969   (3)      12/31/2018   12/31/2018   Common Stock   (4) 311969   (3) (4) $0.05   (5) 311969   (3) D    
Performance LTIP Units (2015)   (1) $0   (1) (4)                  12/31/2017   12/31/2017   Common Stock   (4) 279924   (3) (4)   279924   (3) D    
LTIP Units   (2) $0   (4)                    (6)   (8) Common Stock   (2) (4) 106167   (4)   106167   (9) D    
Common Partnership Units   (4) $0   (4)                    (4)   (8) Common Stock   (4) 189873.3   (4)   189873.3   (7) D    
Common Partnership Units   (4) $0   (4)                    (4)   (8) Common Stock   (4) 664012.7   (4)   664012.7   (7) I   By Dartmore LP  
Common Partnership Units   (4) $0   (4)                    (4)   (8) Common Stock   (4) 123477.15   (4)   123477.15   (7) I   By Ashford Financial Corporation   (10)
Common Partnership Units   (4) $0   (4)                    (4)   (8) Common Stock   (4) 43364.7   (4)   43364.7   (7) I   By MJB Investments LP  
Common Partnership Units   (4) $0   (4)                    (4)   (8) Common Stock   (4) 143924.9   (4)   143924.9   (7) I   By Reserve P IV  
Common Partnership Units   (4) $0   (4)                    (4)   (8) Common Stock   (4) 103911.2   (4)   103911.2   (4) (7) I   By Reserve LP III  

Explanation of Responses:
( 1)  Performance LTIP units granted to the Reporting Person under the Issuer's 2013 Equity Incentive Plan. Each performance LTIP unit ("Performance LTIP Unit") award represents the right to receive one (1) LTIP Unit (as defined below) subject to performance-based vesting criteria at the end of a specified performance period.
( 2)  Special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Prime Limited Partnership, the Issuer's operating subsidiary ("Subsidiary").
( 3)  Represents the maximum number of LTIP Units that may be issued pursuant to an 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 for any such award that vest can range from 0% to 200% of the target number of Performance LTIP Units, based on achievement of a specified relative total stockholder return, as determined by the Compensation Committee of the Board of Directors 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, 2017 (with respect to the 2015 grant) and December 31, 2018 (with respect to the 2016 grant - reported herein).
( 4)  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. 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.
( 5)  Per LTIP Unit purchase price.
( 6)  The LTIP Units reported herein vest and are convertible in three equal installments over a three-year term from the date of the award.
( 7)  Common Partnership Units beneficially owned by the Reporting Person, some of which may have been converted from LTIP Units.
( 8)  Neither the Common 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.
( 9)  Includes LTIP Units previously granted to, and reported by, the Reporting Person having different grant and vesting dates, some of which (i) may have achieved parity with the Common Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein for reporting purposes.
( 10)  The Common Partnership Units reflected as beneficially owned indirectly through Ashford Financial Corporation reflect only the Reporting Person's pecuniary interest in all Common Partnership Units owned by such entity. The Reporting Person hereby disclaims interest in all other securities of the Issuer or the Subsidiary owned directly by such entity.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bennett Monty J
14185 DALLAS PARKWAY
SUITE 1100
DALLAS, TX 75254 		X
Chief Executive Officer

Signatures
/s/ Monty J. Bennett 10/17/2016
** 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.
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