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 *

Haiman Robert G.
2. Issuer Name and Ticker or Trading Symbol

ASHFORD HOSPITALITY TRUST INC [ AHT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Exec. VP, GC and Secretary
(Last)          (First)          (Middle)

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

3/1/2021
(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 3/1/2021  F(1)  613 D$3.43 (2)7160 (3)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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance LTIP Units (2020) (4)$0.00 (4)          12/31/2022 12/31/2022 Common Stock 20000 (5) 20000 (5)D  
Special Limited Partnership Units (6)$0.00 (6)           (7) (8)Common Stock 10000 (6) 10000 (9)D  
Performance Stock Units (2019) (10)$0.00 (10)          12/31/2021 12/31/2021 Common Stock 6197 (11) 6197 (11)D  

Explanation of Responses:
(1) Represents shares of common stock forfeited to the Issuer to satisfy certain tax-withholding obligations of the Reporting Person arising as a result of the vesting of restricted stock held by the Reporting Person.
(2) Represents the closing price of the common stock on February 26, 2021, the last trading day before the date of forfeiture.
(3) The shares shown have been adjusted to reflect the Issuer's reverse stock split of its outstanding shares of common stock on a 1-for-10 basis that occurred on July 15, 2020.
(4) Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit (as defined below) subject to specified performance-based vesting criteria.
(5) 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. 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 specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder return, the Performance LTIP Units, will generally vest on December 31, 2022 (with respect to the 2020 grant). See Footnote 6 discussing the convertibility of vested LTIP Units. One-third of the Performance LTIP Units granted in 2020 will be eligible to vest (at up to 200% of target) based on performance during the first year of the performance period.
(6) Represents special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Units (as defined below), are convertible into Common Units at the option of the Reporting Person. Common Limited Partnership Units ("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.
(7) The LTIP Units reported herein vest in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant. See Footnote 6 discussing the convertibility of vested LTIP Units.
(8) Neither the Common Units nor the LTIP Units have an expiration date.
(9) Reflects the aggregate number of LTIP Units held by the Reporting Person following the LTIP Units award reported herein. See Footnote 6 discussing convertibility of LTIP Units.
(10) Each performance stock unit ("Performance Stock Unit") award represents a right to receive between zero (0) and two (2) shares of the Issuer's common stock if and when the applicable vesting criteria have been achieved.
(11) Represents the target number of common stock shares that may be issued pursuant to the 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 target number of Performance Stock Units reported, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder returns, the Performance Stock Units, as adjusted, will generally vest on December 31, 2021 (with respect to the 2019 grant).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Haiman Robert G.
14185 DALLAS PARKWAY,
SUITE 1100
DALLAS, TX 75254


Exec. VP, GC and Secretary

Signatures
/s/ Robert G. Haiman3/3/2021
**Signature of Reporting PersonDate

Ashford Hospitality (NYSE:AHT)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Ashford Hospitality Charts.
Ashford Hospitality (NYSE:AHT)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Ashford Hospitality Charts.