(Amendment No. 13)*
Thomas R. Stephens
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
*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. 044102101
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1.
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Names of Reporting Persons.
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Sessa Capital (Master), L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(A)
¨
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(B)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions) OO
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization: Cayman Islands
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Number of
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7.
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Sole Voting Power
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2,330,726
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Shares
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Beneficially
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8.
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Shared Voting Power
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Owned by
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Each
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9.
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Sole Dispositive Power
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2,330,726
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Reporting
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Person With
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10.
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Shared Dispositive Power
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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2,330,726
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row (11) 9.1%
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14.
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Type of Reporting Person (See Instructions) PN
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CUSIP No. 044102101
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1.
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Names of Reporting Persons.
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Sessa Capital GP, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(A)
¨
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(B)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions) AF
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization: Delaware
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Number of
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7.
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Sole Voting Power
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2,330,726
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Shares
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Beneficially
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8.
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Shared Voting Power
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Owned by
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Each
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9.
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Sole Dispositive Power
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2,330,726
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Reporting
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Person With
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10.
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Shared Dispositive Power
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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2,330,726
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row (11) 9.1%
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14.
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Type of Reporting Person (See Instructions) OO
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CUSIP No. 044102101
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1.
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Names of Reporting Persons.
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Sessa Capital IM, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(A)
¨
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(B)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions) AF
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization: Delaware
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Number of
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7.
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Sole Voting Power
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2,330,726
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Shares
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Beneficially
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8.
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Shared Voting Power
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Owned by
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Each
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9.
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Sole Dispositive Power
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2,330,726
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Reporting
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Person With
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10.
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Shared Dispositive Power
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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2,330,726
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row (11) 9.1%
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14.
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Type of Reporting Person (See Instructions) IA
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CUSIP No. 044102101
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1.
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Names of Reporting Persons.
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Sessa Capital IM GP, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(A)
¨
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(B)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions) AF
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization: Delaware
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Number of
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7.
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Sole Voting Power
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2,330,726
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Shares
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Beneficially
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8.
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Shared Voting Power
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Owned by
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Each
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9.
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Sole Dispositive Power
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2,330,726
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Reporting
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Person With
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10.
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Shared Dispositive Power
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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2,330,726
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row (11) 9.1%
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14.
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Type of Reporting Person (See Instructions) OO
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CUSIP No. 044102101
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1.
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Names of Reporting Persons.
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John Petry
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(A)
¨
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(B)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions) AF
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization: United States
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Number of
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7.
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Sole Voting Power
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2,330,726
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Shares
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Beneficially
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8.
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Shared Voting Power
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Owned by
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Each
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9.
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Sole Dispositive Power
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2,330,726
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Reporting
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Person With
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10.
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Shared Dispositive Power
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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2,330,726
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row (11) 9.1%
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14.
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Type of Reporting Person (See Instructions) IN
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Items 4, 5 and 7 of the statement
on Schedule 13D relating to the Common Stock, $0.01 par value per share (the “Shares”) of Ashford Hospitality Prime,
Inc., a Maryland corporation (“AHP”) previously filed by (i) Sessa Capital (Master), L.P., a Cayman Islands exempted
limited partnership (“Sessa Capital”), as a result of its direct ownership of Shares, (ii) Sessa Capital GP, LLC, a
Delaware limited liability company (“Sessa Capital GP”), as a result of being the sole general partner of Sessa Capital,
(iii) Sessa Capital IM, L.P., a Delaware limited partnership (“Sessa IM”), as a result of being the investment adviser
for Sessa Capital, (iv) Sessa Capital IM GP, LLC, a Delaware limited liability company (“Sessa IM GP”), as a result
of being the sole general partner of Sessa IM, and (v) John Petry, as a result of being the manager of Sessa Capital GP and Sessa
IM GP (Sessa Capital, Sessa Capital GP, Sessa IM, Sessa IM GP and Mr. Petry are collectively referred to as the “Reporting
Persons”), are hereby amended as follows:
Item 4. Purpose of Transaction
No change except for
the addition of the following:
On August 9, 2016, AHP issued a press release
announcing certain corporate governance changes that AHP characterized as “enhancements.” The Reporting Persons believe
AHP’s press release is misleading and fails to disclose information necessary for AHP stockholders to understand and assess
the purported enhancements.
AHP announced that it would separate the
roles of Chairman and CEO. But AHP’s press release failed to reveal that, unlike most public companies, this change will
have little, if any, impact at AHP because AHP has a highly unusual arrangement in which Ashford Inc. appoints AHP’s CEO.
So while Monty Bennett, AHP’s Chairman, will apparently surrender his CEO title, Ashford Inc., which Mr. Bennett controls
as its Chairman and CEO, will appoint AHP’s new CEO. The Reporting Persons believe that separation of AHP’s Chairman
and CEO roles is largely illusory in such circumstances and that AHP’s disclosures surrounding the change are, therefore,
misleading.
In addition, AHP announced that stockholders
will be permitted to have their director nominees included in AHP’s proxy statement, subject to narrow constraints and extensive
requirements. Among the requirements are that the stockholders have held at least 3% of the Shares for at least 3 years, which
means that no stockholders currently meet the standard because AHP has not even been public for 3 years. The Reporting Persons
believe it is troubling that AHP’s proxy access proposal does not designate the stockholder-nominated directors as “continuing
directors” under the unusual terms of the Proxy Penalty in AHP’s advisory agreement with Ashford Inc. While appearing
to grant a tiny handful of stockholders limited access to AHP’s proxy statement, AHP’s incumbent directors continue
to cling to the ability to use the Proxy Penalty to threaten and coerce stockholders into voting for the incumbent directors by
treating such stockholder-nominated directors as counting towards triggering the Proxy Penalty. The Reporting Persons believe that
AHP’s failure to commit to fair elections of directors means that AHP’s corporate governance will continue to raise
serious concerns for stockholders and discourage investors from considering an investment in the Shares.
AHP also announced it would adopt a majority
voting standard in uncontested elections. AHP has failed to reveal the amendment to its articles that will implement the change,
but has disclosed a related bylaw amendment that the Reporting Persons believe is fatally flawed and, once again, is disclosed
in a misleading fashion.
Specifically, buried in the details of AHP’s
bylaw amendment is a provision under which “withhold votes” will be ignored when determining if a director has received
a majority of the votes. AHP thus takes the position that a withhold vote is not a vote against a nominee. By counting only “for”
votes in the director election, the Reporting Persons believe this bylaw officially turns the AHP election process into even more
of a farce than it is already. This position is particularly telling because stockholders overwhelmingly voted to withhold votes
from each of the incumbent directors at the 2016 annual meeting. AHP’s board apparently is adopting a majority vote provision
that will give incumbent directors cover to ignore withhold votes in the future.
In addition, the bylaw amendment includes
no requirement that a defeated director resign from the board and be replaced. Under Maryland law, an incumbent director continues
to serve until his or her replacement is elected. So a director who fails to be re-elected under AHP’s majority vote proposal
will continue to serve. Even if the rejected incumbent resigned, under the bylaw proposal, the AHP board apparently could reject
the resignation in the same way the board rejected the resignations of each board member after a majority of the stockholders withheld
their votes from the incumbent directors at the 2016 annual meeting. Based on the information about the proposal disclosed to date,
the Reporting Persons believe the AHP board is essentially replacing its existing toothless “Corporate Governance Guidelines”
with a bylaw of even less substance, while at the same time touting the change in the press release as an “enhancement”
in corporate governance. Rather than trying to game its ISS Quickscore, the Reporting Persons believe AHP should provide its stockholders
with improvements of substance.
The Reporting Persons believe that AHP is
continuing the campaign of misinformation that AHP’s management and board have followed for many months. The Reporting Persons
will continue to monitor AHP’s announcements on corporate governance and developments with respect to offers to acquire AHP.
On August 2, 2016,
a panel of the Court of Appeals for the Fifth Circuit held a hearing on Sessa Capital’s appeal of the district court’s
decisions in the lawsuits between AHP and Sessa Capital. A copy of Sessa Capital’s opening brief dated June 24, 2016 and
Sessa Capital’s reply brief dated July 19, 2016 are attached as Exhibits 1 and 2, respectively, and incorporated by reference
in this Item 4 in their entirety.
Also on August 2, 2016, Sessa Capital filed
a reply in support of its motion to dismiss the amended complaint filed by Ashford Inc. against Sessa Capital. This motion to dismiss
asserts in part that the termination fee in AHP’s advisory agreement with Ashford Inc. is an unenforceable penalty. A copy
of Sessa Capital’s reply dated August 2, 2016 in support of its motion to dismiss Ashford Inc.’s amended complaint
is attached as Exhibit 3 and incorporated by reference in this Item 4 in its entirety.
Sessa Capital reviews
its investment in AHP on a continuing basis and, depending upon the price of and other market conditions relating to the Shares;
developments affecting AHP, AHP’s business and prospects; Sessa Capital’s investment objectives and the other investment
opportunities available to Sessa Capital; general stock market and economic conditions; tax considerations; the matters discussed
in the next paragraph; and other factors then deemed relevant, Sessa Capital may decide to increase or decrease the size of its
investment in AHP, including: (i) acquiring additional Shares and/or other equity, debt, notes, other securities, or derivative
or other instruments that are based upon or relate to the value of the Shares or AHP (collectively, “Securities”) in
the open market or otherwise; (ii) disposing of any or all of its Securities in the open market or otherwise; and (iii) engaging
in hedging or similar transactions with respect to the Securities.
AHP's articles of incorporation
effectively limit beneficial ownership of the Shares by any person or group to 9.8% of the Shares outstanding, without AHP’s
consent. Based on communications from AHP representatives, the Reporting Persons do not believe such a waiver would be forthcoming
and do not intend to request one prospectively. As a result of AHP’s repurchases of Shares, the Reporting Persons’
beneficial ownership of Shares has increased from 8.2% to 9.1%. According to AHP’s recent disclosures, AHP has continued
authority under its repurchase program to repurchase additional shares. The Reporting Persons intend to manage Sessa Capital’s
position, which would include the disposition of Shares, to ensure that it remains below the 9.8% ownership threshold set forth
in AHP’s articles.
The Reporting Persons
intend to continue to monitor actions by AHP’s board, and, depending on the outcome of the pending litigation, among other
factors previously reported in this Statement on Schedule 13D, will consider taking further action to protect their interests and
the interests of stockholders, which actions may involve plans or proposals of the type described in Item 4(a) through (j) of Schedule
13D.
Item 5. Interest in Securities of AHP
No change except for
the addition of the following:
(a) As of the date of this amendment, Sessa
Capital directly owns 2,330,726 Shares, representing approximately 9.1% of the 25,644,258 outstanding Shares as of August 5, 2016,
as reported in AHP’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016. Sessa
Capital GP, Sessa IM, Sessa IM GP and Mr. Petry, by virtue of the relationships set forth under Item 2 of this statement, may be
deemed to indirectly beneficially own the Shares directly owned by Sessa Capital.
Item 7. Exhibits
The following documents are filed as exhibits
to this statement:
Exhibit 1
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Opening brief of Appellants dated June 24, 2016.
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Exhibit 2
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Reply brief of Appellants dated July 19, 2016.
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Exhibit 3
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Reply in support of Defendants’ motion to dismiss dated August 2, 2016.
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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.
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Date: August 31, 2016
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/s/ John Petry
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John Petry, individually, as manager of Sessa Capital GP, LLC, the general partner of Sessa Capital (Master), L.P., and as manager of Sessa Capital IM GP, LLC, the general partner of Sessa Capital IM, L.P.
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