Statement of Changes in Beneficial Ownership (4)
June 03 2021 - 6:27PM
Edgar (US Regulatory)
FORM 4
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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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
NUNNELEY MARK |
2. Issuer Name and Ticker or Trading Symbol
ASHFORD HOSPITALITY TRUST INC
[
AHT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Accounting Officer |
(Last)
(First)
(Middle)
14185 DALLAS PARKWAY, SUITE 1200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/2/2021 |
(Street)
DALLAS, TX 75254
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/2/2021 | | S | | 2185 | D | $6.03 | 192840 | D | |
Common Stock | 6/2/2021 | | S | | 32728 | D | $6.00 | 160112 | D | |
Common Stock | 6/2/2021 | | S | | 32728 | D | $6.00 | 127384 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Common Limited Partnership Units(1) (1) | $0.00 (1) | | | | | | | (1) | (2) | Common Stock | (1) | | 47189 (3) | D | |
Performance Stock Units (2021) (4) | $0.00 (4) | | | | | | | 12/31/2023 | 12/31/2023 | Common Stock | 122150 (5) | | 122150 (5) | D | |
Performance Stock Units (2020) (4) | $0.00 (4) | | | | | | | 12/31/2022 | 12/31/2022 | Common Stock | 5000 (5) | | 5000 (5) | D | |
Performance Stock Units (2019) (4) | $0.00 (4) | | | | | | | 12/31/2021 | 12/31/2021 | Common Stock | 5703 (5) | | 5703 (5) | D | |
Explanation of Responses: |
(1) | Common Limited Partnership Units ("Common Units") of Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary (the "Subsidiary"). Common Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis. |
(2) | The Common Units do not have an expiration date. |
(3) | Reflects aggregate number of Common Units currently held by the Reporting Person, some of which have been converted from special long-term incentive partnership units of the Subsidiary by the Reporting Person. See Footnote 1 discussing the convertibility of the Common Units. |
(4) | Represents the target number of common stock shares that may be issued pursuant to the award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 200% (in the case of 2020 Performance Stock Units) or 0% to 250% (in the case of 2021 Performance Stock Units) of the target number of Performance Stock Units reported, based on achievement of specified performance metrics. Assuming continued service through the vesting date and minimum achievement of the specified performance metrics, the Performance Stock Units will generally vest on December 31, 2021 (with respect to the 2019 grant), December 31, 2022 (with respect to the 2020 grant) and December 31, 2023 (with respect to the 2021 grant). |
(5) | Represents the target number of common stock shares that may be issued pursuant to the award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 200% (in the case of 2020 Performance Stock Units) or 0% to 250% (in the case of 2021 Performance Stock Units) of the target number of Performance Stock Units reported, based on achievement of specified performance metrics. Assuming continued service through the vesting date and minimum achievement of the specified performance metrics, the Performance Stock Units will generally vest on December 31, 2021 (with respect to the 2019 grant), December 31, 2022 (with respect to the 2020 grant) and December 31, 2023 (with respect to the 2021 grant). |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
NUNNELEY MARK 14185 DALLAS PARKWAY SUITE 1200 DALLAS, TX 75254 |
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| Chief Accounting Officer |
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Signatures
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/s/ Mark Nunneley | | 6/3/2021 |
**Signature of Reporting Person | Date |
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