Statement of Changes in Beneficial Ownership (4)
November 02 2020 - 04:12PM
Edgar (US Regulatory)
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
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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
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|
1. Name
and Address of Reporting Person * Bennett Monty J |
2. Issuer Name and Ticker or Trading
Symbol Ashford Inc. [ AINC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
CEO and Chairman of the Board |
(Last)
(First)
(Middle)
14185 DALLAS PARKWAY, SUITE 1100 |
3. Date of Earliest Transaction (MM/DD/YYYY)
10/30/2020
|
(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 |
10/30/2020 |
|
A(1) |
|
5593 |
A |
$0 (1) |
115806 |
D |
|
Common Stock |
|
|
|
|
|
|
|
18816 |
I |
By MJB Operating, LP |
Common Stock |
|
|
|
|
|
|
|
118290 |
I |
By MJB Investments LP |
Common Stock |
|
|
|
|
|
|
|
62116 |
I |
By Dartmore LP |
Common Stock |
|
|
|
|
|
|
|
13408 |
I |
By Reserve, LP IV |
Common Stock |
|
|
|
|
|
|
|
8918 |
I |
By Reserve, LP III |
Common Stock |
|
|
|
|
|
|
|
10597.5 (2) |
I |
By Ashford Financial
Corporation |
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 |
Series D Convertible Preferred
Stock (3) |
$0.21 (3) |
|
|
|
|
|
|
(3) |
(3) |
Common Stock |
1924957 (3) |
|
9047300 |
I |
By MJB Investments LP |
Series D Convertible Preferred
Stock (4) |
$0.21 (4) |
|
|
|
|
|
|
(4) |
(4) |
Common Stock |
17021 (4) |
|
80000 |
I |
By Trust (4) |
Series D Convertible Preferred
Stock (5) |
$0.21 (5) |
|
|
|
|
|
|
(5) |
(5) |
Common Stock |
32340 (5) |
|
152000 |
D |
|
Stock Options (right to
purchase) |
$61.12 |
|
|
|
|
|
|
2/27/2022 |
2/27/2029 |
Common Stock |
90000 |
|
90000 |
D |
|
Stock Options (right to
purchase) |
$94.96 |
|
|
|
|
|
|
3/14/2021 |
3/14/2028 |
Common Stock |
77206 |
|
77206 |
D |
|
Stock Options (right to
purchase) |
$57.71 |
|
|
|
|
|
|
10/3/2020 |
10/3/2027 |
Common Stock |
50000 |
|
50000 |
D |
|
Stock Options (right to
purchase) |
$57.34 |
|
|
|
|
|
|
4/18/2020 |
4/18/2027 |
Common Stock |
50000 |
|
50000 |
I |
By MJB Operating, LP |
Stock Options (right to
purchase) |
$45.59 |
|
|
|
|
|
|
3/31/2019 |
3/31/2026 |
Common Stock |
100000 |
|
100000 |
I |
By MJB Operating, LP |
Stock Options (right to
purchase) |
$85.97 |
|
|
|
|
|
|
12/11/2017 |
12/11/2022 |
Common Stock |
95000 |
|
95000 |
I |
By MJB Operating, LP |
Common Units (6) |
$0.00 (6) |
|
|
|
|
|
|
(6) |
(6) |
Common Stock (6) |
143.04 |
|
143.04 |
I |
By MJB Operating, LP |
Common Units (6) |
$0.00 (6) |
|
|
|
|
|
|
(6) |
(6) |
Common Stock (6) |
501.6 |
|
501.6 |
I |
By Dartmore LP |
Common Units (6) |
$0.00 (6) |
|
|
|
|
|
|
(6) |
(6) |
Common Stock (6) |
35.91 |
|
35.91 |
I |
By MJB Investments LP |
Common Units (6) |
$0.00 (6) |
|
|
|
|
|
|
(6) |
(6) |
Common Stock (6) |
109.24 |
|
109.24 |
I |
By Reserve, LP IV |
Common Units (6) |
$0.00 (6) |
|
|
|
|
|
|
(6) |
(6) |
Common Stock (6) |
78.67 |
|
78.67 |
I |
By Reserve, LP III |
Common Units (6) |
$0.00 (6) |
|
|
|
|
|
|
(6) |
(6) |
Common Stock (6) |
93.18 (2) |
|
93.18 (2) |
I |
By Ashford Financial
Corporation |
Stock Units under Deferred Compensation
Plan (7) |
(7) |
|
|
|
|
|
|
(7) |
(7) |
Common Stock |
195579 |
|
195579 (7) |
D |
|
Explanation of
Responses: |
(1) |
The Reporting Person
received the shares of Common Stock as payment of base salary in
lieu of cash. |
(2) |
Reflects the Reporting
Person's pecuniary interest in such securities held directly by
Ashford Financial Corporation, of which the Reporting Person is a
shareholder. The Reporting Person disclaims any beneficial interest
in any other Common Units (as defined below) or any shares of the
Issuer's common stock (or securities convertible into shares of the
Issuer's common stock) held directly or indirectly by Ashford
Financial Corporation. |
(3) |
Such 9,047,300 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 1,924,957 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 (the "Conversion
Ratio"). |
(4) |
In connection with the
transactions contemplated by the Combination Agreement, the 80,000
shares of Series B Convertible Preferred Stock beneficially owned
by a trust for the benefit of one of the Reporting Person's minor
children were converted on a one-for-one basis into 80,000 shares
of Series D Convertible Preferred Stock. Such 80,000 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 17,021 shares of the Issuer's common stock at the
Conversion Ratio. |
(5) |
In connection with the
transactions contemplated by the Combination Agreement, the
Reporting Person received 152,000 shares of Series D Convertible
Preferred Stock. Such 152,000 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 32,340
shares of the Issuer's common stock at the Conversion
Ratio. |
(6) |
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. |
(7) |
Each Stock Unit entitles the
Reporting Person to receive one share of the Issuer's common stock
on the date (or dates) elected by the Reporting Person under the
Ashford Inc. Amended and Restated Nonqualified Deferred
Compensation Plan (originally adopted by Ashford Hospitality Trust,
Inc., effective January 1, 2008) assumed by the Issuer, effective
November 12, 2014. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Bennett Monty J
14185 DALLAS PARKWAY
SUITE 1100
DALLAS, TX 75254 |
X |
X |
CEO and Chairman of the Board |
|
Signatures
|
/s/ Monty J. Bennett |
|
11/2/2020 |
**Signature of Reporting
Person |
Date |