- Statement of Changes in Beneficial Ownership (4)
April 18 2011 - 6:17PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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February 28, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SECURITY CAPITAL PREFERRED GROWTH INC
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2. Issuer Name
and
Ticker or Trading Symbol
ASHFORD HOSPITALITY TRUST INC
[
AHT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
CHASE TOWER, 10 S. DEARBORN ST., SUITE 1400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/16/2010
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(Street)
CHICAGO, IL 60603
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/16/2010
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C
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100000
(2)
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A
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$10.07
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100000
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D
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Common Stock
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11/4/2010
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S
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53200
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D
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$10.68
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46800
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D
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Common Stock
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11/5/2010
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S
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46800
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D
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$10.64
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0
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D
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Common Stock
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11/5/2010
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C
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100000
(2)
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A
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$10.07
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100000
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D
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Common Stock
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11/8/2010
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S
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16767
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D
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$10.30
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83233
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D
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Common Stock
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12/2/2010
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S
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33260
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D
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$10.13
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49973
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D
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Common Stock
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12/3/2010
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S
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49973
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D
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$10.13
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0
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D
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Common Stock
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12/8/2010
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S
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49000
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D
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$10.22
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0
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D
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Common Stock
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12/9/2010
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S
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3500
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D
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$10.18
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0
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D
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Common Stock
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12/10/2010
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S
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28500
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D
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$10.25
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0
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D
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Common Stock
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12/13/2010
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S
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44100
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D
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$10.21
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0
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D
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Common Stock
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12/14/2010
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P
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125100
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A
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$9.51
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0
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D
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Common Stock
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2/2/2011
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S
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3100
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D
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$10.23
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0
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D
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Common Stock
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2/3/2011
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S
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54000
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D
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$10.26
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0
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D
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Common Stock
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2/4/2011
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S
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136000
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D
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$10.28
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0
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D
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Common Stock
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2/7/2011
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S
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175000
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D
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$10.49
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0
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D
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Common Stock
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2/8/2011
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S
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131900
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D
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$10.40
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0
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D
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Common Stock
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2/9/2011
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S
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7400
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D
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$10.49
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0
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D
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Common Stock
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2/10/2011
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S
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2500
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D
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$10.49
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0
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D
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Common Stock
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2/11/2011
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S
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426100
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D
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$10.47
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0
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D
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Common Stock
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2/14/2011
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S
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64000
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D
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$10.48
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0
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D
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Common Stock
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2/15/2011
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S
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70000
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D
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$10.37
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0
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D
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Common Stock
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2/16/2011
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S
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169500
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D
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$10.35
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0
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D
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Common Stock
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2/17/2011
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S
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105000
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D
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$10.37
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0
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D
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Common Stock
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2/18/2011
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S
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25400
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D
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$10.37
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0
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D
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Common Stock
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2/25/2011
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S
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175000
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D
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$10.91
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0
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D
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Common Stock
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2/28/2011
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S
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14800
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D
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$11.00
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0
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D
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Common Stock
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3/7/2011
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P
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36500
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A
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$9.82
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0
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D
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Common Stock
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3/8/2011
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P
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600
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A
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$9.78
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0
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D
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Common Stock
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3/22/2011
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S
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68000
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D
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$10.82
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series B-1 Cumulative Convertible Redeemable Preferred Stock
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$10.07
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10/16/2010
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C
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100000
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(1)
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(1)
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Common Stock
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100000
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$10.07
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7347865
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D
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Series B-1 Cumulative Convertible Redeemable Preferred Stock
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$10.07
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11/5/2010
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C
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100000
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(1)
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(1)
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Common Stock
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100000
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$10.07
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7247865
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D
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Explanation of Responses:
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(
1)
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Securities are currently convertible on a one-for-one basis into shares of common stock of the issuer. There is no expiration date.
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(
2)
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Common stock shares were received upon conversion of Series B-1 convertible preferred stock.
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Remarks:
Certain transactions of AHT common stock by the reporting person reported herein were matchable under Section 16(b) of the Securities Exchange Act of 1934. The reporting person has paid to AHT $217,003, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SECURITY CAPITAL PREFERRED GROWTH INC
CHASE TOWER
10 S. DEARBORN ST., SUITE 1400
CHICAGO, IL 60603
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X
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Signatures
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Genine M. Dawczak
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4/18/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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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