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AHT Ashford Hospitality Trust Inc

1.07

0.00 (0.00%)

Jul 12 2024 - Closed

Delayed by 15 minutes

Amended Statement of Changes in Beneficial Ownership (4/a)

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 Monty J	2. Issuer Name and Ticker or Trading Symbol ASHFORD HOSPITALITY TRUST INC [ AHT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 14185 DALLAS PARKWAY, SUITE 1100	3. Date of Earliest Transaction (MM/DD/YYYY) 3/24/2017
(Street) DALLAS, TX 75254 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 3/28/2017	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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								761184 ⁽¹²⁾	I	By MJB Investments LP
Common Stock								358317	I	By Dartmore LP
Common Stock								74000	I	By Reserve, LP IV

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance LTIP Units (2017) ⁽¹⁾	$0 ⁽¹⁾	3/24/2017		A ⁽³⁾		662977 ⁽²⁾		3/24/2020	3/24/2020	Common Stock ⁽¹⁾ ⁽⁴⁾	662977 ⁽²⁾ ⁽⁴⁾	$0.05 ⁽⁷⁾	662977 ⁽²⁾ ⁽⁴⁾	D
Special Limited Partnership Units ⁽⁴⁾	$0 ⁽⁴⁾	3/24/2017		A ⁽³⁾		331488 ⁽⁴⁾		⁽⁵⁾	⁽⁶⁾	Common Stock ⁽⁴⁾	⁽⁴⁾	$0.05 ⁽⁷⁾	1161674 ⁽⁸⁾	D
Performance LTIP Units (2016) ⁽¹⁾	$0 ⁽¹⁾							3/31/2019	3/31/2019	Common Stock ⁽¹⁾ ⁽⁴⁾	461540 ⁽²⁾ ⁽⁴⁾		461540 ⁽²⁾ ⁽⁴⁾	D
Common Limited Partnership Units ⁽⁹⁾	$0 ⁽⁹⁾							⁽⁹⁾	⁽⁶⁾	Common Stock ⁽⁹⁾	⁽⁹⁾		665892 ⁽¹⁰⁾	D
Common Limited Partnership Units ⁽⁹⁾	$0 ⁽⁹⁾							⁽⁹⁾	⁽⁶⁾	Common Stock ⁽⁹⁾	⁽⁹⁾		2756028 ⁽¹⁰⁾	I	By Dartmore LP
Common Limited Partnership Units ⁽⁹⁾	$0 ⁽⁹⁾							⁽⁹⁾	⁽⁶⁾	Common Stock ⁽⁹⁾	⁽⁹⁾		192440 ⁽¹⁰⁾	I	By MJB Investments LP
Common Limited Partnership Units ⁽⁹⁾	$0 ⁽⁹⁾							⁽⁹⁾	⁽⁶⁾	Common Stock ⁽⁹⁾	⁽⁹⁾		597368 ⁽¹⁰⁾	I	By Reserve LP, IV
Common Limited Partnership Units ⁽⁹⁾	$0 ⁽⁹⁾							⁽⁹⁾	⁽⁶⁾	Common Stock ⁽⁹⁾	⁽⁹⁾		431292 ⁽¹⁰⁾	I	By Reserve LP, III
Common Limited Partnership Units ⁽⁹⁾	$0 ⁽⁹⁾							⁽⁹⁾	⁽⁶⁾	Common Stock ⁽⁹⁾	⁽⁹⁾		512500 ⁽¹⁰⁾ ⁽¹¹⁾	I	By Ashford Financial Corporation

Explanation of Responses:
(1)	Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit (as defined below) subject to specified performance-based vesting criteria.
(2)	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 of 331,488. 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 March 31, 2019 (with respect to the 2016 Performance LTIP Unit award), and on March 24, 2020] (with respect to the 2017 Performance LTIP Unit award). See Footnote 4 discussing the convertibility of Vested LTIP Units.
(3)	The Reporting Person received the LTIP Units and Performance LTIP Units awards reported herein under the Issuer's 2011 Stock Incentive Plan.
(4)	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. See Footnote 9 discussing the convertibility of the Common Units.
(5)	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 4 discussing the convertibility of Vested LTIP Units.
(6)	Neither the Common Units nor the LTIP Units have an expiration date.
(7)	Per LTIP Unit purchase price.
(8)	Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person following the LTIP Units award reported herein, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes.
(9)	Common Limited Partnership Units of the Subsidiary ("Common Units"). Common Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock based on a conversion ratio described in the partnership agreement of Subsidiary, which, on March 31, 2017, was 0.938192002263031 shares of the Issuer's common stock for each Common Unit.
(10)	Reflects the aggregate number of Common Units currently held directly or indirectly, as noted, by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 9 discussing the convertibility of the Common Units.
(11)	Reflects only the Reporting Person's pecuniary interest in the aggregate number of Common Units held directly by Ashford Financial Corporation. The Reporting Person hereby disclaims interest in all other securities of the Issuer held directly by Ashford Financial Corporation.
(12)	Includes shares previously held by MJB Operating, LP, which have been transferred to MJB Investments LP.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bennett Monty J 14185 DALLAS PARKWAY SUITE 1100 DALLAS, TX 75254	X

Signatures
/s/ MONTY J. BENNETT		4/13/2017
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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