Ashford Hospitality Trust Inc - Amended Statement of Ownership (SC 13G/A)
February 15 2008 - 6:03AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(c)
( AMENDMENT 2)
ASHFORD
HOSPITALITY TRUST INC.
( NAME OF ISSUER )
COMMON STOCK
(Title of Class of Securities)
044103109
(CUSIP Number)
DECEMBER 31, 2007
(Date of Event Which Requires
Filing of this Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
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X Rule 13d-1 (b)
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X Rule 13d-1 (c)
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Rule 13d-1 (d)
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CUSIP
No. 044103109
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13G/A
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Page 1
of 3 pages
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1.
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Names
of reporting persons
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Security
Capital Research & Management Incorporated
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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36-4130398
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2.
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP*
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(a)
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(b)
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5.
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SOLE
VOTING POWER
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6,494,200
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SHARES
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BENEFICIALLY
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6.
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SHARED
VOTING POWER
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0
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OWNED BY
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EACH
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7.
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SOLE
DISPOSITIVE POWER
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6,494,200
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REPORTING
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PERSON WITH
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8.
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SHARED
DISPOSITIVE POWER
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0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,494,200
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES
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CERTAIN SHARES
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.3%
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12.
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TYPE
OF REPORTING PERSON*
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IA
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1.
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Names
of reporting persons
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Security
Capital Preferred Growth Incorporated
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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36-4128122
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2.
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP*
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(a)
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(b)
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Maryland
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NUMBER OF
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5.
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SOLE
VOTING POWER
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9,945,365
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SHARES
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BENEFICIALLY
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6.
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SHARED
VOTING POWER
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0
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OWNED BY
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EACH
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7.
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SOLE
DISPOSITIVE POWER
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9,945,365
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REPORTING
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PERSON WITH
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8.
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SHARED
DISPOSITIVE POWER
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0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,945,365
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES
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CERTAIN SHARES
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.6%
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12.
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TYPE
OF REPORTING PERSON*
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CO
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Item
1(a).
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Name
of Issuer:
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ASHFORD
HOSPITALITY TRUST INC.
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Item
1(b).
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Address
of Issuer's Principal Executive Offices:
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14180
DALLAS PARKWAY 9TH FLOOR
DALLAS,
TX 75254
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Item
2(a).
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Name
of Person Filing:
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(i) Security
Capital Research & Management Inc.("SC-R&M")
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(ii)Security
Capital Preferred Growth Incorporated("SC-PG")
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Item
2(b).
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Address
of Principal Business Office or, if None, Residence:
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(i),(ii)
10 South Dearborn Street, Suite
1400
Chicago, Illinois 60603
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Item
2(c).
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Citizenship
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(i)Delaware
(ii)Maryland
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Item
2(d).
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Title
of Class of Securities:
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COMMON
STOCK
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Unless otherwise noted,
security being reported is common stock
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Item
2(e).
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CUSIP
Number:
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044103109
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Item
3
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If
this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
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Or
(c), Check Whether the Person Filing is a :
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(a)
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Broker or dealer registered
under Section 15 of the Exchange Act;
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(b)
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Bank as defined in
Section 3(a)(6) of the Exchange Act;
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(c)
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Insurance company as
defined in Section 3(a)(19) of the
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Exchange Act;
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(d)
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Investment company
registered under Section 8 of the Investment
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Company Act;
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(i)(e)
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X
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An investment adviser
in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit
plan or endowment fund in accordance with
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Rule 13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company
or control person in accordance with
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Rule 13d-1(b)(1)(ii)(G);
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(h)
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A savings association
as defined in Section 3(b) of the Federal
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Deposit Insurance Act;
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(i)
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A church plan that
is excluded from the definition of an
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Investment company
under Section 3(c)(14) of the Investment
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Company act;
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(j)
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Group, in accordance
with Rule 13d-1(b)(1)(ii)(J).
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(ii) If this statement is
filed pursuant to Rule 13d-1(c), check this box.
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|X|
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Page 2 of 3 pages
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Provide
the following information regarding the aggregate number and
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Percentage
of the class of securities of issuer identified in Item 1.
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(a)
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Amount
beneficially owned: (i)6,494,200 (ii)9,945,365
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(b)
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Percent
of class: (i)5.3%
(ii) 7.6%
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( i )
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(c)
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Number
of shares as to which (i)SC-R&M has:
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(i)
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Sole power to vote or to
direct the vote:
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6,494,200
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(ii)
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Shared power to vote or
to direct the vote:
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0
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(iii)
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Sole power to dispose or
to direct the disposition of:
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6,494,200
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(iv)
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Shared power to dispose
or to direct the disposition of:
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0
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( ii)
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(c)
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Number
of shares as to which (ii)SC-PG has:
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(i)
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Sole power to vote or to
direct the vote:
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9,945,365
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(ii)
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Shared power to vote or
to direct the vote:
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0
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(iii)
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Sole power to dispose or
to direct the disposition of:
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9,945,365
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(iv)
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Shared power to dispose
or to direct the disposition of:
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0
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Item
5.
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Ownership
of Five Percent or Less of a Class. NOT APPLICABLE
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If this statement
is being filed to report the fact that as of the date
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hereof the reporting
person has ceased to be the beneficial owner of more
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than five percent
of the class of securities, check the following. | |
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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SC-R&M
is the beneficial owner of 6,494,200 shares, representing 5.3% of the
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issuer's
common stock on behalf of other persons known to have one or more of
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the following:
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the
right to receive dividends for such securities;
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the
power to direct the receipt of dividends from such securities;
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the
right to receive the proceeds from the sale of such securities;
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the
right to direct the receipt of proceeds from the sale of such securities;
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2,497,500
of the 9,945,365 shares beneficially owned and reported by SC-PG representing
1.9% of the class of securities, are included in SC-R&M's 6,494,200
shares reported as SC-R&M is also deemed to be a beneficial owner.
7,447,865 of the 9,945,365 shares beneficially owned and reported by SC-PG
representing 5.7% of the class of securities, represent shares that SC-PG
has the right to acquire upon its conversion of its 7,447,865 shares of
Series B-1 Cumulative Convertible Preferred Stock.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security being
reported on by the Parent Holding Company.
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Not Applicable
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Item
8.
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Identification
and Classification of Members of the Group.
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Not Applicable
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Item
9.
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Notice
of Dissolution of Group.
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Not Applicable
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By signing below
I certify that, to the best of my knowledge and belief,
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the securities referred
to above were not acquired and are not held for the
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purpose of or with
the effect of changing or influencing the control of the
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issuer of the securities
and were not acquired and are not held in connection
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with or as a participant
in any transaction having that purpose or effect.
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Page 3 of 3 pages
SIGNATURE
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After reasonable inquiry and to
the best of my knowledge and belief, I certify that the
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information set forth in this statement
is true, complete and correct.
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Dated: FEBRUARY 14,
2008
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Security
Capital Research Management Inc.
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By: /s/ Michael J. Heller
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--------------------------------------
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Michael J. Heller
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Vice President and Controller
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Security
Capital Preferred Growth Inc.
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By: /s/ Caroline M. deMilliano
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--------------------------------------
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Caroline M. deMilliano
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Vice President and Secretary
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The original statement
shall be signed by each person on whose behalf the statement
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is filed or his authorized
representative. If the statement is signed on behalf of
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a person by his authorized
representative (other than an executive officer or general
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partner of the filing
person), evidence of the representative's authority to sign on
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behalf of such person
shall be filed with the statement, provided, however, that a
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power of attorney for
this purpose which is already on file with the commission may
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be incorporated by
reference. The name and any title of each person who signs the
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the statement shall
be typed or printed beneath his signature.
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Joint Filing Agreement:
In accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended, the
undersigned hereby agree to joint filing with
each other of the attached statement on
Schedule 13 and to all amendments to such statement
and that such statement and all
amendments to such statement are made on behalf
of each of them.
IN WITNESS WHEREOF, the undersigned hereby
execute this agreement on FEBRUARY 14, 2008.
Security Capital Research & Management
Incorporated
By: /s/Michael J. Heller
Michael J. Heller
Vice President & Controller
Security Capital Preferred Growth Incorporated
By: /s/ Caroline M. deMilliano
Caroline M. deMilliano
Vice President and Secretary
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