AHT Ashford Hospitality Trust Inc

(1) Excludes 110,000 shares of Common Stock that the Reporting Persons disclaim beneficial ownership over due to the Ownership Limit, as previously defined and described in Item 4.

(1) Excludes 3,630 shares of Common Stock that the Reporting Persons disclaim beneficial ownership over due to the Ownership Limit, as previously defined and described in Item 4.

(1) Excludes 110,000 shares of Common Stock that the Reporting Persons disclaim beneficial ownership over due to the Ownership Limit, as previously defined and described in Item 4.

(1) Excludes 110,000 shares of Common Stock that the Reporting Persons disclaim beneficial ownership over due to the Ownership Limit, as previously defined and described in Item 4.

(1) Excludes 3,630 shares of Common Stock that the Reporting Persons disclaim beneficial ownership over due to the Ownership Limit, as previously defined and described in Item 4.

(1) Excludes 113,630 shares of Common Stock that the Reporting Persons disclaim beneficial ownership over due to the Ownership Limit, as previously defined and described in Item 4.

(1) Excludes 113,630 shares of Common Stock that the Reporting Persons disclaim beneficial ownership over due to the Ownership Limit, as previously defined and described in Item 4.

(2) Includes 65,000 shares of Common Stock underlying certain call options.  

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.

Item 1 is hereby amended and restated to read as follows:

This statement relates to the following securities (collectively, the “Securities”) of Ashford Hospitality Trust, Inc., a Maryland corporation (the “Issuer”):

All references to “Shares” in the Schedule 13D and any amendment thereto shall hereinafter be replaced with “Common Stock”.

The address of the principal executive offices of the Issuer is 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254.

Item 3 is hereby amended and restated to read as follows:

The Securities 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 608,711 shares of Common Stock beneficially owned by Cygnus Opportunity is approximately $1,929,297, including brokerage commissions. The aggregate purchase price of the 30,000 shares of Common Stock beneficially owned by Cygnus IV is approximately $54,831, including brokerage commissions. The aggregate purchase price of the 240,282 shares of Common Stock beneficially owned by Cygnus V is approximately $623,285, including brokerage commissions. The aggregate purchase price of the 36,902 shares of Series F Preferred Stock beneficially owned by Cygnus Opportunity is approximately $237,371, excluding brokerage commissions. The aggregate purchase price of the 132,762 shares of Series F Preferred Stock beneficially owned by Cygnus V is approximately $752,529, excluding brokerage commissions. The aggregate purchase price of the 31,842 shares of Series H Preferred Stock beneficially owned by Cygnus Opportunity is approximately $214,333, excluding brokerage commissions. The aggregate purchase price of the 186,016 shares of Series H Preferred Stock beneficially owned by Cygnus V is approximately $975,371, excluding brokerage commissions.

The Securities purchased by Mr. Swann personally, including shares of Common Stock 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 238,750 shares of Common Stock, including 115,750 shares of Common Stock held in an IRA account in Mr. Swann’s name, beneficially owned directly by Mr. Swann is approximately $632,693, including brokerage commissions. The aggregate purchase price of the 304,125 shares of Common Stock, including 65,000 shares of Common Stock underlying certain call options, held by members of Mr. Swann’s immediate family, which Mr. Swann is deemed to beneficially own, is approximately $624,810, including brokerage commissions. The aggregate purchase price of the 10,000 shares of Series F Preferred Stock beneficially owned by Mr. Swann is approximately $43,956, excluding brokerage commissions. The aggregate purchase price of the 15,000 shares of Series H Preferred Stock beneficially owned by Mr. Swann is approximately $67,118, excluding brokerage commissions.

Items 5(a) – (c) and (e) are hereby amended and restated to read as follows:

(a)(b) See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Common Stock, shares of Series F Preferred Stock and shares of Series H Preferred Stock, and percentage of the outstanding Securities beneficially owned by each of the Reporting Persons, respectively. See rows (7) through (10) of the cover page to this Schedule 13D for the number of Securities as to which the Reporting Persons have the sole or shared power to vote or direct the vote of and sole or shared power to dispose or to direct the disposition of.

The aggregate percentage of shares of Common Stock, Series F Preferred Stock and Series H Preferred Stock reported owned by each Reporting Person is based upon the sum of, (i) with respect to the shares of Common Stock, (A) 14,628,248 shares of Common Stock outstanding as of November 5, 2020, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020, and (B) 38,388,760 shares of Common Stock issued pursuant to the Issuer’s Exchange Offers, as set forth in Exhibit 99.1 to the Issuer’s Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission on November 23, 2020, (ii) with respect to the Series F Preferred Stock, (A) 4,800,000 shares outstanding as set forth on the Issuer’s Amendment No. 5 to the Schedule TO-I, on Form SC TO-I/A, filed on October 26, 2020 (the “Schedule TO”), minus (B) 1,754,738 shares validly tendered pursuant to the Issuer’s Exchange Offers as set forth on the Form 8-K, and (iii) with respect to the shares of Series H Preferred Stock, (A) 3,800,000 shares outstanding as set forth on the Schedule TO minus (B) 1,029,026 shares validly tendered pursuant to the Issuer’s Exchange Offers as set forth on the Form 8-K.

(c)       The Reporting Persons have not entered into any transactions in the shares of Common Stock since the filing of Amendment No. 5 to the Schedule 13D. The transactions in the shares of each of Series F Preferred Stock and Series H Preferred Stock by the Reporting Persons during the past sixty days are set forth on Schedule B and incorporated herein by reference.

The disclosure provided on the cover page of this Schedule 13D excludes 113,630 Shares that the Reporting Persons disclaim beneficial ownership over due to the Ownership Limit, as previously defined and described in Item 4.

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.

(e)       As of November 25, 2020, the Reporting Persons ceased to beneficially own 5% or more of the outstanding shares of Common Stock. The Reporting Persons will continue to file reports on Schedule 13D with respect to the Series F Preferred Stock and the Series H Preferred Stock for so long as the Reporting Persons beneficially own above 5% of each series, to the extent required by applicable law.

Item 6 is hereby amended to add the following:

As of the close of business on November 30, 2020, the Reporting Persons owned in the aggregate 71,586 shares of the Issuer’s Series D Preferred Stock, 291,180 shares of the Issuer’s Series G Preferred Stock, and 172,035 shares of the Issuer’s Series I Preferred Stock.

On December 1, 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 reported owned herein to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibit:

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: December 1, 2020

SCHEDULE B

Transactions in the Shares of Series F Preferred Stock and Series H Preferred Stock
During the Past Sixty Days

Cygnus Property Fund V, LLC

Christopher Swann