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 *

KESSLER DOUGLAS A 		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)
President
(Last)          (First)          (Middle)

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

3/20/2017
(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   3/20/2017     F (1)    1521   D $10.58   (2) 90662   D    

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 Stock Units (2016)   (3) $0   (3)                  12/31/2018   12/31/2018   Common Stock   (3)   (4)   68598   (4) D    
Performance Stock Units (2015)   (3) $0   (3)                  12/31/2017   12/31/2017   Common Stock   (3)   (4)   54768   (4) D    
Common Partnership Units   (5) $0   (5)                  11/19/2014     (6) Common Stock   (5) 220586.8   (5)   220586.8   (7) 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.
( 2)  Represents the closing price of the common stock on March 20, 2017, the date of forfeiture.
( 3)  Each performance stock unit ("Performance Stock Unit") award represents a right to receive between zero and two shares of the Issuer's common stock if and when the applicable vesting criteria have been achieved.
( 4)  Represents the target amount of common stock shares that may be issued pursuant to the award of Performance Stock Units. The actual number of Performance Stock Units to be issued upon vesting can range from 0% to 200% of the number of Performance Stock Units reported, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder returns, the Performance Stock 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)
( 5)  Common limited partnership units ("Common Partnership Units") in Ashford Hospitality Prime Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). 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)  The Common Partnership Units do not have an expiration date.
( 7)  Aggregate Common Partnership Units currently beneficially owned by the Reporting Person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KESSLER DOUGLAS A
14185 DALLAS PARKWAY
SUITE 1100
DALLAS, TX 75254 		X
President

Signatures
/s/ DOUGLAS A. KESSLER 3/22/2017
** 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 control number.
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