AHT Ashford Hospitality Trust Inc

(1) Includes 70,000 Shares (as defined in Item 1) underlying certain call options.

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

This statement relates to the Common Stock, par value $0.01 per share (the “Shares”), of Ashford Hospitality Trust, Inc., a Maryland corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254.

(a)       This statement is filed by:

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of Cygnus. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

(b)       The principal business address of each of the Reporting Persons is 3060 Peachtree Road NW, Suite 1080, Atlanta, Georgia 30305.

(c)       The principal business of each of Cygnus Opportunity, Cygnus IV and Cygnus V is investing in securities. The principal business of Cygnus Capital is serving as the investment adviser to Cygnus Opportunity. The principal business of Cygnus GP is serving as the general partner of Cygnus Opportunity. The principal business of Cygnus Property GP is serving as the general partner and investment adviser of each of Cygnus IV and Cygnus V. The principal business of Cygnus is serving as the managing member of each of Cygnus Capital, Cygnus GP and Cygnus Property GP. The principal occupation of Mr. Swann is serving as the President and CEO of Cygnus.

(d)       No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Mr. Swann is a citizen of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.

 The Shares purchased by each of Cygnus Opportunity, Cygnus IV and Cygnus V were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 494,080 Shares beneficially owned by Cygnus Opportunity is approximately $1,742,963, including brokerage commissions. The aggregate purchase price of the 5,405 Shares beneficially owned by Cygnus IV is approximately $16,377, including brokerage commissions. The aggregate purchase price of the 134,121 Shares beneficially owned by Cygnus V is approximately $438,829, including brokerage commissions.

The Shares purchased by Mr. Swann personally, including Shares held in an IRA Account in Mr. Swann’s name, and held by members of his immediate family, which Mr. Swann is deemed to beneficially own, were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 172,000 Shares, including 100,000 Shares held in an IRA account in Mr. Swann’s name, beneficially owned directly by Mr. Swann is approximately $532,618, including brokerage commissions. The aggregate purchase price of the 206,625 Shares, including 70,000 Shares underlying certain call options, held by members of Mr. Swann’s immediate family, which Mr. Swann is deemed to beneficially own, is $488,935, including brokerage commissions.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares in the open market, private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

On September 17, 2020, the Reporting Persons issued a press release and letter (the “Letter”) to common stockholders of the Issuer urging them to vote Against the proposals to be considered at the Issuer’s upcoming special meeting of stockholders to be held on October 6, 2020, the effect of which will be to dilute the ownership interests of common stockholders by approximately 94% through what the Reporting Persons believe to be an unnecessary and rushed conversion of all of the Issuer’s outstanding shares of preferred stock into Shares (the “Exchange Offers”). The Letter sets forth a number of reasons why the Reporting Persons believe the Exchange Offers are ill-advised and not in the best interest of stockholders, including the Reporting Persons’ belief that recent improvements in the hospitality industry and the Issuer’s current cash levels make the Exchange Offers premature.

As detailed in the Letter, the Reporting Persons question whether the Board’s and management’s decision to undertake the highly dilutive Exchange Offers in lieu of other strategic alternatives is due to their desire to preserve the fees paid to the Issuer’s management company, Ashford, Inc., which is controlled by members of the Board and management team.   The full text of the Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.

Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future engage in communications with management and the Board, engage in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, purchase additional securities of the Issuer, selling some or all of such securities, enter into financial instruments or other agreements that increase or decrease the Reporting Persons’ economic or beneficial exposure with respect to their investment in the Issuer, engage in short selling of or any hedging or similar transaction with respect to the securities of the Issuer, including swaps and other derivative instruments, or change their intention with respect to any and all matters referred to in Item 4.

The aggregate percentage of Shares reported owned by each person named herein is based upon 13,058,909 Shares outstanding as of September 4, 2020, which is the total number of Shares outstanding as reported in the Issuer’s Proxy Statement on DEF 14A filed with the Securities and Exchange Commission on September 10, 2020.

Percentage: Approximately 3.8%

Percentage: Less than 1%

Percentage: Approximately 1.0%

Percentage: Approximately 3.8%

Percentage: Approximately 3.8%

Percentage: Approximately 1.1%

Percentage: Approximately 7.8%

Percentage: Approximately 7.8%

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Mr. Swann is deemed to beneficially own American-style call options held by members of his immediate family, referencing an aggregate of 30,000 and 40,000 Shares, each of which has an exercise price of $5.00 and which expire on December 18, 2020 and March 19, 2020, respectively.

The Reporting Persons own in the aggregate 46,389 shares of the Issuer’s Series D Preferred Stock, 113,064 shares of the Issuer’s Series F Preferred Stock, 146,884 shares of the Issuer’s Series G Preferred Stock, 183,813 shares of the Issuer’s Series H Preferred Stock, and 129,834 shares of the Issuer’s Series I Preferred Stock.

On September 18, 2020, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 18, 2020

SCHEDULE A

Directors and Officers of Cygnus Capital, Inc.

^* Mr. Swann is a Reporting Person and, as such, the information with respect to Mr. Swann called for by the Schedule 13D is set forth therein.

SCHEDULE B

Transactions in the Securities of the Issuer During the Past Sixty (60) Days

Cygnus Opportunity Fund, LLC

Cygnus Property Fund IV, LLC

Cygnus Property Fund V, LLC

Christopher Swann