Statement of Changes in Beneficial Ownership (4)
November 09 2017 - 5:30PM
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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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
*
NUNNELEY MARK
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2. Issuer Name
and
Ticker or Trading Symbol
Ashford Hospitality Prime, Inc.
[
AHP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Accounting Officer
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(Last)
(First)
(Middle)
14185 DALLAS PARKWAY, SUITE 1100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/7/2017
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(Street)
DALLAS, TX 75254
(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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11/7/2017
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C
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188311
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A
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$0
(3)
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257320
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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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LTIP Units
(1)
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$0
(1)
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11/7/2017
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M
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10148
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(1)
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(7)
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Common Stock
(1)
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10148
(1)
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$0.05
(2)
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0
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D
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Common Partnership Units
(3)
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$0
(3)
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11/7/2017
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M
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10148
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11/19/2014
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(7)
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Common Stock
(3)
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10148
(3)
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$0
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188310.6
(4)
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D
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Common Partnership Units
(3)
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$0
(3)
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11/7/2017
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C
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188310.6
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11/19/2014
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(7)
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Common Stock
(3)
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188311
(3)
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$0
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0
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D
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Performance Stock Units(2017)
(5)
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$0
(5)
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12/31/2019
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12/31/2019
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Common Stock
(6)
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18100
(6)
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18100
(6)
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D
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Performance Stock Units (2016)
(5)
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$0
(5)
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12/31/2018
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12/31/2018
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Common Stock
(6)
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28215
(6)
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28215
(6)
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D
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Performance Stock Units (2015)
(5)
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$0
(5)
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12/31/2017
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12/31/2017
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Common Stock
(6)
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24341
(6)
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24341
(6)
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D
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Explanation of Responses:
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(1)
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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, are convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 3 discussing convertibility of Common Partnership Units.
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(2)
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Per LTIP Unit purchase price.
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(3)
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Common limited partnership units ("Common Partnership Units") in the 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.
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(4)
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Reflects the aggregate number of Common Partnership Units then held by the Reporting Person. See Footnote 3 discussing the convertibility of the Common Partnership Units.
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(5)
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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.
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(6)
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Represents the target share amount that may be issued pursuant to such 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 reflected, 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, 2017 (with respect to the 2015 grant), December 31, 2018 (with respect to the 2016 grant) and December 31, 2019 (with respect to the 2017 grant).
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(7)
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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.
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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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NUNNELEY MARK
14185 DALLAS PARKWAY
SUITE 1100
DALLAS, TX 75254
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Chief Accounting Officer
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Signatures
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/s/ MARK NUNNELEY
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11/9/2017
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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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