Amended Statement of Beneficial Ownership (sc 13d/a)
January 29 2021 - 5:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 10)1
Ashford Hospitality Trust, Inc.
(Name
of Issuer)
7.375% Series F Cumulative Preferred Stock,
par value $0.01 per share
7.375% Series G Cumulative Preferred Stock,
par value $0.01 per share
7.50% Series H Cumulative Preferred Stock, par
value $0.01 per share
7.50% Series I Cumulative Preferred Stock,
par value $0.01 per share
(Title of Class of Securities)
044103604
044103703
044103802
044103885
(CUSIP Number)
CHRISTOPHER
SWANN
CYGNUS CAPITAL, INC.
3060 Peachtree Road NW, Suite 1080
Atlanta, Georgia 30305
(404) 465-3685
STEVE WOLOSKY, ESQ.,
ELIZABETH GONZALEZ- SUSSMAN, ESQ.,
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
January 27, 2021
(Date of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ☒.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP No. 044103604
CUSIP No. 044103703
CUSIP No. 044103802
CUSIP No. 044103885
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1
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NAME OF REPORTING PERSON
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Cygnus Opportunity Fund, LLC
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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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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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36,902 shares of Series F Preferred Stock
59,252 shares
of Series G Preferred Stock
31,842 shares of Series H Preferred Stock
578 shares of Series I Preferred Stock
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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36,902 shares of Series F Preferred Stock
59,252 shares of Series G Preferred Stock
31,842 shares of Series H Preferred Stock
578 shares of Series I Preferred Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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36,902 shares of Series F Preferred Stock
59,252 shares of Series G Preferred Stock
31,842 shares of Series H Preferred Stock
578 shares of Series I Preferred Stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.3% of the outstanding shares of Series F Preferred Stock
1.4% of the outstanding shares of Series G Preferred Stock
1.2% of the outstanding shares of Series H Preferred Stock
Less than 1% of the outstanding shares of Series I Preferred Stock
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14
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TYPE OF REPORTING PERSON
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OO
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CUSIP No. 044103604
CUSIP No. 044103703
CUSIP No. 044103802
CUSIP No. 044103885
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1
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NAME OF REPORTING PERSON
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Cygnus Property Fund IV, LLC
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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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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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12,000 shares of Series G Preferred Stock
12,000 shares of Series I Preferred Stock
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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12,000 shares of Series G Preferred Stock
12,000 shares of Series I Preferred Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,000 shares of Series G Preferred Stock
12,000 shares of Series I Preferred Stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1% of the outstanding shares of Series G Preferred Stock
Less than 1% of the outstanding shares of Series I Preferred Stock
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14
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TYPE OF REPORTING PERSON
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OO
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CUSIP No. 044103604
CUSIP No. 044103703
CUSIP No. 044103802
CUSIP No. 044103885
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1
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NAME OF REPORTING PERSON
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Cygnus Property Fund V, LLC
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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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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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143,262 shares of Series F Preferred Stock
212,820 shares of Series G Preferred Stock
188,116 shares of Series H Preferred Stock
179,457 shares of Series I Preferred Stock
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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143,262 shares of Series F Preferred Stock
212,820 shares of Series G Preferred Stock
188,116 shares of Series H Preferred Stock
179,457 shares of Series I Preferred Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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143,262 shares of Series F Preferred Stock
212,820 shares of Series G Preferred Stock
188,116 shares of Series H Preferred Stock
179,457 shares of Series I Preferred Stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.2% of the outstanding shares of Series F Preferred Stock
4.9% of the outstanding shares of Series G Preferred Stock
7.3% of the outstanding shares of Series H Preferred Stock
5.5% of the outstanding shares of Series I Preferred Stock
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14
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TYPE OF REPORTING PERSON
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OO
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CUSIP No. 044103604
CUSIP No. 044103703
CUSIP No. 044103802
CUSIP No. 044103885
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1
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NAME OF REPORTING PERSON
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Cygnus Capital Advisers, LLC
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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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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Wyoming
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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|
|
36,902 shares of Series F Preferred Stock
59,252 shares of Series G Preferred Stock
31,842 shares of Series H Preferred Stock
578 shares of Series I Preferred Stock
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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36,902 shares of Series F Preferred Stock
59,252 shares of Series G Preferred Stock
31,842 shares of Series H Preferred Stock
578 shares of Series I Preferred Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
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36,902 shares of Series F Preferred Stock
59,252 shares of Series G Preferred Stock
31,842 shares of Series H Preferred Stock
578 shares of Series I Preferred Stock
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|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.3% of the outstanding shares of Series F Preferred Stock
1.4% of the outstanding shares of Series G Preferred Stock
1.2% of the outstanding shares of Series H Preferred Stock
Less than 1% of the outstanding shares of Series I Preferred Stock
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14
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TYPE OF REPORTING PERSON
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OO
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CUSIP No. 044103604
CUSIP No. 044103703
CUSIP No. 044103802
CUSIP No. 044103885
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1
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NAME OF REPORTING PERSON
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Cygnus General Partners, LLC
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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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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Wyoming
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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|
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- 0 -
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OWNED BY
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8
|
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SHARED VOTING POWER
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EACH
|
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|
|
|
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REPORTING
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|
|
|
|
36,902 shares of Series F Preferred Stock
59,252 shares of Series G Preferred Stock
31,842 shares of Series H Preferred Stock
578 shares of Series I Preferred Stock
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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|
10
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SHARED DISPOSITIVE POWER
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|
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|
36,902 shares of Series F Preferred Stock
59,252 shares of Series G Preferred Stock
31,842 shares of Series H Preferred Stock
578 shares of Series I Preferred Stock
|
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
36,902 shares of Series F Preferred Stock
59,252 shares of Series G Preferred Stock
31,842 shares of Series H Preferred Stock
578 shares of Series I Preferred Stock
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
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|
|
1.3% of the outstanding shares of Series F Preferred Stock
1.4% of the outstanding shares of Series G Preferred Stock
1.2% of the outstanding shares of Series H Preferred Stock
Less than 1% of the outstanding shares of Series I Preferred Stock
|
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|
14
|
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TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
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|
OO
|
|
CUSIP No. 044103604
CUSIP No. 044103703
CUSIP No. 044103802
CUSIP No. 044103885
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1
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NAME OF REPORTING PERSON
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Cygnus Capital Real Estate Advisors II, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Wyoming
|
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NUMBER OF
|
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7
|
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SOLE VOTING POWER
|
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SHARES
|
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|
|
|
|
BENEFICIALLY
|
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|
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- 0 -
|
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OWNED BY
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8
|
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SHARED VOTING POWER
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EACH
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|
|
|
REPORTING
|
|
|
|
|
143,262 shares of Series F Preferred Stock
224,820 shares of Series G Preferred Stock
188,116 shares of Series H Preferred Stock
191,457 shares of Series I Preferred Stock
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
143,262 shares of Series F Preferred Stock
224,820 shares of Series G Preferred Stock
188,116 shares of Series H Preferred Stock
191,457 shares of Series I Preferred Stock
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
143,262 shares of Series F Preferred Stock
224,820 shares of Series G Preferred Stock
188,116 shares of Series H Preferred Stock
191,457 shares of Series I Preferred Stock
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.2% of the outstanding shares of Series F Preferred Stock
5.2% of the outstanding shares of Series G Preferred Stock
7.3% of the outstanding shares of Series H Preferred Stock
5.9% of the outstanding shares of Series I Preferred Stock
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
CUSIP No. 044103604
CUSIP No. 044103703
CUSIP No. 044103802
CUSIP No. 044103885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Cygnus Capital, Inc.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Wyoming
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
180,164 shares of Series F Preferred Stock
284,072 shares of Series G Preferred Stock
219,958 shares of Series H Preferred Stock
192,035 shares of Series I Preferred Stock
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
180,164 shares of Series F Preferred Stock
284,072 shares of Series G Preferred Stock
219,958 shares of Series H Preferred Stock
192,035 shares of Series I Preferred Stock
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
180,164 shares of Series F Preferred Stock
284,072 shares of Series G Preferred Stock
219,958 shares of Series H Preferred Stock
192,035 shares of Series I Preferred Stock
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
6.5% of the outstanding shares of Series F Preferred Stock
6.5% of the outstanding shares of Series G Preferred Stock
8.5% of the outstanding shares of Series H Preferred Stock
5.9% of the outstanding shares of Series I Preferred Stock
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
CUSIP No. 044103604
CUSIP No. 044103703
CUSIP No. 044103802
CUSIP No. 044103885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Christopher Swann
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF, PF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
190,164 shares of Series F Preferred Stock
312,572 shares of Series G Preferred Stock
234,958 shares of Series H Preferred Stock
194,535 shares of Series I Preferred Stock
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
190,164 shares of Series F Preferred Stock
312,572 shares of Series G Preferred Stock
234,958 shares of Series H Preferred Stock
194,535 shares of Series I Preferred Stock
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
190,164 shares of Series F Preferred Stock
312,572 shares of Series G Preferred Stock
234,958 shares of Series H Preferred Stock
194,535 shares of Series I Preferred Stock
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
6.8% of the outstanding shares of Series F Preferred Stock
7.2% of the outstanding shares of Series G Preferred Stock
9.1% of the outstanding shares of Series H Preferred Stock
6.0% of the outstanding shares of Series I Preferred Stock
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
CUSIP No. 044103604
CUSIP No. 044103703
CUSIP No. 044103802
CUSIP No. 044103885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Richard Burns
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
CUSIP No. 044103604
CUSIP No. 044103703
CUSIP No. 044103802
CUSIP No. 044103885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Shannon M. Johnson
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
CUSIP No. 044103604
CUSIP No. 044103703
CUSIP No. 044103802
CUSIP No. 044103885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
William C. Miller, Jr.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
CUSIP No. 044103604
CUSIP No. 044103703
CUSIP No. 044103802
CUSIP No. 044103885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Roderick W. Newton II
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
CUSIP No. 044103604
CUSIP No. 044103703
CUSIP No. 044103802
CUSIP No. 044103885
The following constitutes
Amendment No. 10 to the Schedule 13D filed by the undersigned (“Amendment No. 10”). This Amendment No. 10 amends the
Schedule 13D as specifically set forth herein.
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Item 2.
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Identity and Background.
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Item 2 is hereby amended
to add the following:
Effective January 27, 2021,
Shannon M. Johnson withdrew herself as a nominee for election to the Issuer’s Board of Directors at the Issuer’s 2021
Annual Meeting of Stockholders. In connection with such withdrawal, Ms. Johnson will no longer be a member of the Section 13(d)
group and shall cease to be a Reporting Person immediately after the filing of this Amendment No. 10 to the Schedule 13D. The remaining
Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities
of the Issuer to the extent required by applicable law.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a) –
(c) 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 Securities, 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 Securities reported owned by each Reporting Person is based upon (i) 2,776,971 shares of Series F Preferred Stock outstanding,
(ii) 4,341,723 shares of Series G Preferred Stock outstanding, (iii) 2,578,417 shares of Series H Preferred Stock outstanding,
and (iv) 3,268,504 shares of Series I Preferred Stock outstanding as of January 22, 2021, as set forth on the Issuer’s Registration
Statement on Form S-11 filed with the Securities and Exchange Commission on January 25, 2021.
(c) The
Reporting Persons have not entered into any transactions in the Securities since the filing of Amendment No. 9 to the Schedule
13D.
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 of the Issuer reported herein that he, she or it
does not directly own.
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Item 6.
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Interest in Securities of the Issuer.
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Item 6 is hereby amended
to add the following:
As of the close of
business on January 28, 2021, the Reporting Persons owned in the aggregate 1,618,998 shares of Common Stock, including 40,000 shares
of Common Stock underlying certain call options purchased in the open market (representing less than 5% of the outstanding shares
of Common Stock) and 83,886 shares of the Issuer’s Series D Preferred Stock (representing less than 5% of the outstanding
shares of Series D Preferred Stock).
CUSIP No. 044103604
CUSIP No. 044103703
CUSIP No. 044103802
CUSIP No. 044103885
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: January 29, 2021
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Cygnus Opportunity Fund, LLC
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By:
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Cygnus General Partners, LLC, its general partner
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By:
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Cygnus Capital, Inc., its managing member
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By:
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/s/ Christopher Swann
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Name:
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Christopher Swann
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Title:
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President and CEO
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Cygnus Property Fund IV, LLC
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By:
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Cygnus Capital Real Estate Advisors II, LLC, its general partner
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By:
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Cygnus Capital, Inc., its managing member
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By:
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/s/ Christopher Swann
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Name:
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Christopher Swann
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Title:
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President and CEO
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Cygnus Property Fund V, LLC
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By:
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Cygnus Capital Real Estate Advisors II, LLC, its general partner
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By:
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Cygnus Capital, Inc., its managing member
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By:
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/s/ Christopher Swann
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Name:
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Christopher Swann
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Title:
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President and CEO
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Cygnus Capital Advisers, LLC
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By:
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Cygnus Capital, Inc., its managing member
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By:
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/s/ Christopher Swann
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Name:
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Christopher Swann
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Title:
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President and CEO
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CUSIP No. 044103604
CUSIP No. 044103703
CUSIP No. 044103802
CUSIP No. 044103885
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Cygnus General Partners, LLC
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By:
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Cygnus Capital, Inc., its managing member
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By:
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/s/ Christopher Swann
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Name:
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Christopher Swann
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Title:
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President and CEO
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Cygnus Capital Real Estate Advisors II, LLC
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By:
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Cygnus Capital, Inc., its managing member
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By:
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/s/ Christopher Swann
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Name:
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Christopher Swann
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Title:
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President and CEO
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Cygnus Capital, Inc.
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By:
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/s/ Christopher Swann
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Name:
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Christopher Swann
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Title:
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President and CEO
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/s/ Christopher Swann
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Christopher Swann
Individually and as attorney-in-fact for Richard Burns, Shannon
M. Johnson, William C. Miller, Jr., and Roderick W. Newton II
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