Amended Statement of Ownership (sc 13g/a)
February 11 2021 - 4:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. 1)
Ashford
Hospitality Trust, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
044103877
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in 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).
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CUSIP NO. 044103877
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Page
2
of 7
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1
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NAMES OF REPORTING PERSONS
Fort Congress Associates LLC
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Michigan
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
1,317,000 shares
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6
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SHARED VOTING POWER
0 shares
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7
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SOLE DISPOSITIVE POWER
1,317,000 shares
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8
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SHARED DISPOSITIVE POWER
0 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,317,000 shares
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10
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
2.5%
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12
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TYPE OF REPORTING
PERSON
OO
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CUSIP NO. 044103877
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Page
3
of 7
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1
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NAMES OF REPORTING PERSONS
Manny Torgow
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
1,317,000 shares
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6
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SHARED VOTING POWER
0 shares
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7
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SOLE DISPOSITIVE POWER
1,317,000 shares
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8
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SHARED DISPOSITIVE POWER
0 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,317,000 shares
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10
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
2.5%
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12
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TYPE OF REPORTING
PERSON
IN
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CUSIP NO. 044103877
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Page
4
of 7
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Item 1.
Ashford Hospitality Trust, Inc. (the Issuer)
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(b)
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Address of Issuers Principal Executive Offices:
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14185 Dallas Parkway
Suite 1100
Dallas, Texas 75254
Item 2.
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(a)
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Name of Persons Filing:
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Fort Congress Associates LLC
Manny Torgow
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(b)
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Address of Principal Business Office of each Reporting Person is:
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333 W. Fort Street, Ste.1350
Detroit, MI 48226
Fort Congress Associates LLC: Michigan limited liability company
Manny Torgow: United States
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(d)
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Title of Class of Securities:
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Common Stock, $0.01 par value
044103877
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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CUSIP NO. 044103877
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Page
5
of 7
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(g)
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☐
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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Not Applicable
Item 4.
Ownership:
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(a)
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Amount Beneficially Owned as of December 31, 2020:
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See row 9 on cover sheet
See row 11 on cover sheet
The aggregate
percentage of outstanding common stock reported owned by each Reporting Person is based upon (i) 53,207,848 shares of common stock outstanding, as of December 7, 2020, as set forth on the Issuers Registration Statement on Form S-11/A filed with the Securities and Exchange Commission on December 21, 2020.
Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
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See row 5 on cover sheet
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(ii)
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shared power to vote or to direct the vote:
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See row 6 on cover sheet
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(iii)
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sole power to dispose or to direct the disposition of:
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See row 7 on cover sheet
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(iv)
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shared power to dispose or to direct the disposition of:
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See row 8 on cover sheet
Item 5.
Ownership of Five Percent or Less of Class:
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
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CUSIP NO. 044103877
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Page
6
of 7
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Item 6.
Ownership of More than Five Percent on Behalf of another Person:
Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock of the
Issuer. No one other persons interest in the common stock of the Issuer is more than five percent of the total outstanding common stock.
Item 7.
Identification and Classification of the
Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
Not Applicable
Item 8.
Identification and Classification of
Members of the Group:
Not Applicable
Item 9.
Notice of Dissolution of Group: Not Applicable
Item 10.
Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under §240.14a-11.
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CUSIP NO. 044103877
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Page
7
of 7
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
Dated: February 11, 2021
Fort Congress
Associates LLC
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By:
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/s/ Manny Torgow
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Name:
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Manny Torgow
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Title:
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Manager
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/s/ Manny Torgow
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Manny Torgow
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JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each is responsible for the timely filing of
this statement on Schedule 13G and any such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but is not responsible for the completeness and accuracy of the information
concerning the others, unless he or it knows or has reason to believe that such information is inaccurate.
Dated: February 11, 2021
Fort Congress Associates LLC
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By:
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/s/ Manny Torgow
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Name:
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Manny Torgow
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Title:
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Manager
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/s/ Manny Torgow
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Manny Torgow
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