AHP Ashford Hospitality Prime, Inc. (delisted)

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As filed with the Securities and Exchange Commission on June 21, 2017

Registration No. 333-     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

14185 Dallas Parkway, Suite 1100

Dallas, Texas 75254

(Address of Principal Executive Offices, Zip Code)

Ashford Hospitality Prime, Inc. 2013 Equity Incentive Plan

(Full title of the plan)

David A. Brooks

14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254

(Name and address of agent for service)

(972) 490-9600

(Telephone number, including area code, of agent for service)

Copies to:

George J. Vlahakos

Andrews Kurth Kenyon LLP

1717 Main Street, Suite 3700

Dallas, Texas 75201

(214) 659-4574

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “small reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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REOFFER PROSPECTUS

Up to 1,200,000 Shares

Common Stock, $0.01 Par Value

This Prospectus relates to the reoffer and resale from time to time by certain selling stockholders of Ashford Hospitality Prime, Inc. (referred to as “we” and “our” in this Prospectus) of up to 1,200,000 shares of our common stock that has been, or may be, acquired by the selling stockholders pursuant to their participation in the Ashford Hospitality Prime, Inc. 2013 Equity Incentive Plan, which is referred to as the Plan in this Prospectus.  Any resales will be made on a continuous or delayed basis to the public without restriction.  Each selling stockholder that sells shares of our common stock pursuant to this Prospectus may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended, or the Securities Act.  Any commissions received by a broker or dealer in connection with resales of shares may be deemed to be underwriting commissions or discounts under the Securities Act.  The selling stockholders have acquired or will acquire the shares of common stock pursuant to the Plan and may resell all, a portion, or none of the shares of common stock issued to them pursuant to the Plan.

This Prospectus will be supplemented, as necessary, to update the names of the selling stockholders and the number of shares of our common stock to be reoffered by each of the selling stockholders, when we become aware of any changes to such information.

This Prospectus may only be used if a supplement is attached which sets forth the names of the selling stockholders and the number of shares of our common stock to be reoffered by each of the selling stockholders and any special terms on which they propose to sell such shares of our common stock.

The selling stockholders may reoffer for sale and resell all or a portion of the shares being offered pursuant to this Prospectus in transactions on the New York Stock Exchange (the “NYSE”), in negotiated transactions, through the writing of options on the shares or through a combination of these methods.  The selling stockholders may offer the shares at prices related to prevailing market prices, at negotiated prices or at such other prices as such selling stockholders may otherwise determine.

We will not receive any of the proceeds from the sale of the shares by the selling stockholders.  We will bear all expenses incurred in connection with the registration of the shares being offered by the selling stockholders.  The selling stockholders shall be responsible for all broker discounts and selling commissions, fees and expenses of counsel and other advisors to the selling stockholders, transfer taxes and related charges in connection with the offer and sale of these shares.

Our common stock is listed on the NYSE under the symbol “AHP.”  On June 20, 2017, the last sale price of our common stock, as reported on the NYSE, was $10.16.  Our principal executive offices are located at 14185 Dallas Parkway, suite 1100, Dallas, Texas 75254 (telephone number (972) 490-9600).

Investing in shares of our common stock involves risks.  You should carefully review the discussion under the heading “RISK FACTORS” on page 2 regarding information included and incorporated by reference in this Prospectus.  You should carefully read this Prospectus together with the documents we incorporate by reference before you invest in our common stock.

This Prospectus is not an offer to sell any securities other than the shares of common stock offered hereby.  This Prospectus is not an offer to sell securities in any circumstances in which such an offer is unlawful.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

The date of this Prospectus is June 21, 2017.

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ASHFORD HOSPITALITY PRIME, INC.

We are a Maryland corporation formed in April 2013.  We became a public company on November 19, 2013 when Ashford Hospitality Trust, Inc., a NYSE-listed REIT (“Ashford Trust”), completed the spin-off of our company through the distribution of our outstanding common stock to the Ashford Trust stockholders.  We invest primarily in high revenue per available room (“RevPAR”), luxury hotels and resorts.  High RevPAR, for purposes of our investment strategy, means RevPAR of at least twice the then-current U.S. national average RevPAR for all hotels as determined by Smith Travel Research.  Two times the U.S. national average was $162 for the year ended December 31, 2016.  We have elected to be taxed as a REIT under the Internal Revenue Code beginning in the year ended December 31, 2013.  We conduct our business and own substantially all of our assets through our operating partnership, Ashford Hospitality Prime Limited Partnership.

We operate in the direct hotel investment segment of the hotel lodging industry.  As of May 5, 2017, we own interests in twelve hotel properties in seven states, the District of Columbia and St. Thomas, U.S. Virgin Islands with 3,892 total rooms, or 3,657 net rooms, excluding those attributable to our joint venture partner.  The hotel properties in our current portfolio are predominantly located in U.S. urban markets with favorable growth characteristics resulting from multiple demand generators.  We own ten of our hotel properties directly, and the remaining two hotel properties through an investment in a majority-owned consolidated entity.

We are advised by Ashford LLC, a subsidiary of Ashford Inc., through an advisory agreement.  All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC.  We do not have any employees.  All of the services that might be provided by employees are provided to us by Ashford LLC.

Our principal executive offices are located at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254.  Our telephone number is (972) 490-9600.  Our website is www.ahpreit.com.  References to our website and those of our subsidiaries are not intended to be active links and the information on such websites is not, and you must not consider that information to be, a part of this Prospectus.

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·                                           our understanding of our competition;

·                                           market trends;

·                                           projected capital expenditures;

·                                           anticipated acquisitions or dispositions; and

·                                           the impact of technology on our operations and business.

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently known to us.  These beliefs, assumptions and expectations can change as a result of many potential events or factors, not all of which are known to us.  If a change occurs, our business, financial condition, liquidity, results of operations, plans and objectives may vary materially from those expressed in our forward-looking statements.  You should carefully consider this risk when you make an investment decision concerning our securities.  Additionally, the following factors could cause actual results to vary from our forward-looking statements:

·                                           the factors discussed in this Prospectus, and in the information incorporated by reference into it, including those set forth in our Latest Form 10-K and subsequent Quarterly Reports on Form 10-Q under the section titled “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Properties;”

·                                           general volatility of the capital markets, the general economy or the hospitality industry, whether the result of market events or otherwise;

·                                           our ability to deploy capital and raise additional capital at reasonable costs to repay debts, invest in our properties and fund future acquisitions;

·                                           unanticipated increases in financing and other costs, including a rise in interest rates;

·                                           the degree and nature of our competition;

·                                           actual and potential conflicts of interest with our advisor, Ashford LLC, Ashford Trust, Remington Lodging & Hospitality, LLC, our executive officers and our non-independent directors;

·                                           changes in personnel of Ashford LLC or the lack of availability of qualified personnel;

·                                           changes in governmental regulations, accounting rules, tax rates and similar matters;

·                                           legislative and regulatory changes, including changes to the Internal Revenue Code of 1986, as amended (the “Code”), and related rules, regulations and interpretations governing the taxation of REITs; and

·                                           limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for U.S. federal income tax purposes.

When we use words or phrases such as “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements.  You should not place undue reliance on these forward-looking statements.  Our forward-looking statements speak only as of the date of this Prospectus or as of the date they are made, as applicable, and except as otherwise required by federal securities laws, we are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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This Prospectus is part of a registration statement on Form S-8 that we filed with the Securities and Exchange Commission.  This Prospectus does not contain all of the information set forth in the registration statement and exhibits and schedules to the registration statement.  For further information with respect to our company and our securities, reference is made to the registration statement, including the exhibits and schedules to the registration statement.  Statements contained in this Prospectus as to the contents of any contract or other document referred to in this Prospectus are not necessarily complete and, where that contract is an exhibit to the registration statement, each statement is qualified in all respects by reference to the exhibit to which the reference relates.

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