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
                      
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 *

Welter Jeremy 		2. Issuer Name and Ticker or Trading Symbol

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

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP - Asset Management
(Last)          (First)          (Middle)

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

4/17/2017
(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   4/17/2017     L (1)    7.962   A $10.91   550.962   D    
Common Stock   7/17/2017     L (1)    8.506   A $10.36   559.468   D    
Common Stock   10/16/2017     L (1)    8.693   A $10.3   568.161   D    
Common Stock   11/7/2017     P    7136   A $8.93   7704.161   D    
Common Stock   11/7/2017     P    1625   A $8.92   9329.161   D    
COmmon Stock   11/7/2017     P    1543   A $8.9   10872.161   D    
Common Stock   11/7/2017     P    1869   A $8.8897   12741.161   D    
Common Stock   11/7/2017     P    7827   A $8.87   20568.161   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
LTIP Performance Units (2017)   (2) $0   (2)                  12/31/2019   12/31/2019   Common Stock   (4) 45249   (7)   45249   D    
LTIP Units   (4) $0   (4)                    (8)   (11) Common Stock   (4) 33552   (4)   33552   (9) D    
Performance Stock Units   (3) $0   (3)                  12/31/2018   12/31/2018   Common Stock   (3) 28329   (6)   28329   D    
Performance LTIP Units (2015)   (2) $0   (2)                  12/31/2017   12/31/2017   Common Stock   (4) 54768   (7)   54768   D    
Common Partnership Units   (5) $0   (5)                  7/27/2016     (11) Common Stock   (5) 106741.7   (5)   106741.7   (10) D    

Explanation of Responses:
(1)  Acquired through broker-sponsored automatic dividend reinvestment program.
(2)  Each performance LTIP Unit ("Performance LTIP Unit") awards represents an LTIP Unit (as defined below) subject to performance-based vesting criteria.
(3)  Each Performance Stock Unit ("Performance Stock Unit") award represents the right, upon achievement of certain specified performance-based vesting criteria, to receive up to two (2) shares of the Issuer's common stock.
(4)  Special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Prime Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Partnership Units (as defined below) are convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 5 discussing convertibility of Common Partnership Units.
(5)  Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"). 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)  Represents the target share amount that may be issued pursuant to such award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 200% of the number of Performance Stock Units awarded, based on achievement of a specified relative total stockholder returns. Assuming continued service through the vesting date and achievement of the specified performance-based vesting criteria, the Performance Stock Units, as adjusted, will generally vest on December 31, 2018.
(7)  Represents the maximum number of LTIP Units that may vest pursuant to such 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 that may vest can range from 0% to 200% of the target number of Performance LTIP Units, based on achievement of a specified relative total stockholder returns 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, 2019 (with respect to the 2017 grant - reported herein). See Footnote 4 discussing the convertibility of vested LTIP Units.
(8)  The LTIP Units vest and are convertible in three equal installments on 4/27/2018, 4/27/2019 and 4/27/2020, respectively. See Footnote 4 discussing the convertibility of vested LTIP Units.
(9)  Reflects the aggregate number of LTIP Units held by the Reporting Person. Such LTIP Units may have different grant and vesting dates and include those which (i) may have achieved parity with the Common Partnership Units, (ii) have not yet achieved parity with the Common Partnership Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes. See Footnote 4 discussing convertibility of LTIP Units and Footnote 5 discussing convertibility of Common Partnership Units.
(10)  Reflects the aggregate number of Common Partnership Units currently held by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 5 discussing the convertibility of the Common Partnership Units.
(11)  Neither the Common Partnership 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Welter Jeremy
14185 DALLAS PARKWAY
SUITE 1100
DALLAS, TX 75254

EVP - Asset Management

Signatures
/s/ JEREMY WELTER 11/9/2017
** 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.
Ashford Hospitality Prime, Inc. (NYSE:AHP)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Ashford Hospitality Prime, Inc. Charts.
Ashford Hospitality Prime, Inc. (NYSE:AHP)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Ashford Hospitality Prime, Inc. Charts.