Statement of Changes in Beneficial Ownership (4)
December 16 2021 - 05:59PM
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).
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 * BENNETT
ARCHIE JR |
2. Issuer Name and Ticker or Trading
Symbol Ashford Inc. [ AINC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
|
(Last)
(First)
(Middle)
14185 DALLAS PARKWAY, SUITE 1200 |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/16/2021
|
|
(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 |
12/16/2021 |
|
M |
|
833 |
A |
(1) |
52037 |
D |
|
|
Common Stock |
|
|
|
|
|
|
|
62116 |
I |
By 1080 Partners, LP |
|
Common Stock |
|
|
|
|
|
|
|
10597.5 (2) |
I |
By Ashford Financial
Corporation |
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 |
|
Stock Units under Deferred Compensation
Plan |
(3) |
12/16/2021 |
|
M |
|
|
833 |
(3) |
(3) |
Common Stock |
833 |
(3) |
0 |
D |
|
|
Series D Convertible Preferred
Stock (4)(5) |
$0.21 (4)(5) |
|
|
|
|
|
|
(4)(5) |
(4)(5) |
Common Stock |
1957297.9 (4)(5) |
|
9199300 |
D |
|
|
Series D Convertible Preferred
Stock (6) |
$0.21 (6) |
|
|
|
|
|
|
(6) |
(6) |
Common Stock |
8510.6 (6) |
|
40000 |
I |
By Trusts (6) |
|
Series D Convertible Preferred
Stock (6) |
$0.21 (6) |
|
|
|
|
|
|
(6) |
(6) |
Common Stock |
8510.6 (6) |
|
40000 |
I |
By Trusts (6) |
|
Common Units (7) |
$0 (7) |
|
|
|
|
|
|
(7) |
(7) |
Common Stock |
152.7 |
|
152.7 |
D |
|
|
Common Units (7) |
$0 (7) |
|
|
|
|
|
|
(7) |
(7) |
Common Stock |
501.6 |
|
501.6 |
I |
By 1080 Partners, LP |
|
Common Units( (7) |
$0 (7) |
|
|
|
|
|
|
(7) |
(7) |
Common Stock |
93.18 (2) |
|
93.18 (2) |
I |
By Ashford Financial
Corporation |
| Explanation of
Responses: |
| (1) |
On December 16, 2021, the
Reporting Person received 833 shares of the Issuer's common stock
in settlement of an equal number of stock units held under the
Ashford Inc. Amended and Restated Nonqualified Deferred
Compensation Plan (originally adopted by Ashford Hospitality Trust,
Inc., effective January 1, 2008) assumed by Ashford Inc., effective
November 12, 2014 (the "Deferred Compensation Plan"). |
| (2) |
Reflects the Reporting
Person's pecuniary interest in such securities held directly by
Ashford Financial Corporation, of which the Reporting Person is a
shareholder. The reporting Person disclaims any beneficial interest
in any other Common Units or shares of the Issuer's common stock
(or securities convertible into shares of the Issuer's common
stock) held directly or indirectly by Ashford Financial
Corporation. |
| (3) |
Each Stock Unit entitles the
Reporting Person to receive one share of the Issuer's common stock
on the date (or dates) elected by the Reporting Person under the
Deferred Compensation Plan. On December 16, 2021, 833 stock units
were settled for an equal number of shares of the Issuer's common
stock. |
| (4) |
In connection with the
transactions contemplated by the Combination Agreement, dated May
31, 2019, as amended (the "Combination Agreement"), among the
Issuer, the Reporting Person, Monty Bennett, Remington Holdings,
L.P., Remington Holdings GP, LLC, Project Management LLC, MJB
Investments, L.P., Jeremy Welter, James L. Cowen, Ashford Nevada
Holding Corp. and Ashford Merger Sub Inc., the Reporting Person
acquired 9,279,300 shares of Series D Convertible Preferred Stock
as reported on a Form 4 dated November 7, 2019 (the "Form
4"). |
| (5) |
As reported in the Form 4,
as of November 6, 2019, the Reporting Person directly owned
9,199,300 shares of Series D Convertible Preferred Stock. Such
9,199,300 shares of Series D Convertible Preferred Stock have no
expiration date and are convertible at any time and from time to
time, in full or partially, into 1,957,297.9 shares of the Issuer's
common stock at a conversation ratio equal to the liquidation
preference of a share of Series D Convertible Preferred Stock, par
value $25.00, divided by $117.50, subject to adjustment (the
"Conversion Ratio"). |
| (6) |
The Series D Convertible
Preferred Stock listed here are held in two separate trusts, each
of which hold 40,000 shares of Series D Convertible Preferred
Stock. In each case, such 40,000 shares of Series D Convertible
Preferred Stock have no expiration date and are convertible at any
time and from time to time, in full or partially, into 8,510.6
shares of the Issuer's common stock at the Conversion Ratio.
Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of
1934, as amended, the Reporting Person herein states that this
filing shall not be deemed an admission that he is the beneficial
owner of any such interests, and disclaims beneficial ownership of
such interests, except to the extent of his pecuniary interest
therein. |
| (7) |
The common units ("Common
Units") in Ashford Hospitality Advisors LLC, the Issuer's operating
subsidiary, owned by the Reporting Person 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. The Common Units have no
expiration date. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
BENNETT ARCHIE JR
14185 DALLAS PARKWAY
SUITE 1200
DALLAS, TX 75254 |
|
X |
|
|
Signatures
|
|
/s/ Archie Bennett, Jr. |
|
12/16/2021 |
| **Signature
of Reporting Person |
Date |
Ashford (AMEX:AINC)
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