Statement of Changes in Beneficial Ownership (4)
March 01 2023 - 4:39PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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Bennett Monty J |
2. Issuer Name and Ticker or Trading Symbol
Braemar Hotels & Resorts Inc.
[
BHR
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
14185 DALLAS PARKWAY, SUITE 1200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/27/2023 |
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(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 | 2/27/2023 | | S | | 21082 | D | $4.87 (1) | 98695 | D | |
| Common Stock | 2/28/2023 | | S | | 75361 | D | $4.83 (2) | 23334 | D | |
| Common Stock | 2/27/2023 | | S | | 47412 | D | $4.87 (1) | 169479 | I | By MJB Investments, LP |
| Common Stock | 2/28/2023 | | S | | 169479 | D | $4.83 (2) | 0 | I | By MJB Investments, LP |
| Common Stock | 2/27/2023 | | S | | 3903 | D | $4.87 (1) | 13925 | I | By Reserve, LP IV |
| Common Stock | 2/28/2023 | | S | | 13925 | D | $4.83 (2) | 0 | I | By Reserve, LP IV |
| Common Stock | 2/27/2023 | | S | | 18871 | D | $4.87 (1) | 67458 | I | By Dartmore, LP |
| Common Stock | 2/28/2023 | | S | | 67458 | D | $4.83 (2) | 0 | I | By Dartmore, LP |
| Series E Redeemable Preferred Stock | | | | | | | | 44444 | I | By MJB Investments, LP |
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 |
| LTIP Units (1) | $0.00 (3) | | | | | | | (4) | (5) | Common Stock | 117922 (3) | | 117922 (3)(6) | I | Texas Yarrow 2021 |
| LTIP Units (1) | $0.00 (3) | | | | | | | (4) | (5) | Common Stock | 127071 (3) | | 127071 (3)(6) | I | Texas Yarrow 2021 |
| Performance LTIP Units (2022) (8) | $0.00 (7) | | | | | | | 12/31/2024 | 12/31/2024 | Common Stock | 455968 (8) | | 455968 (8) | I | Texas Yarrow LLC - 2022 PS |
| Performance LTIP Units (2021) (8) | $0.00 (7) | | | | | | | 12/31/2023 | 12/31/2023 | Common Stock | 489986 (9) | | 489986 (9) | I | Texas Yarrow 2021 |
| Common Partnership Units (11) | $0.00 (10) | | | | | | | (10) | (5) | Common Stock | 123477.15 (10) | | 123477.15 (11)(12) | I | By Ashford Financial Corporation (11) |
| Explanation of Responses: |
| (1) | The price reported in Column 4 is a weighted average price, rounded to the nearest cent. These shares were sold in multiple transactions at prices ranging from $4.82 to $4.97. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (2) | The price reported in Column 4 is a weighted average price, rounded to the nearest cent. These shares were sold in multiple transactions at prices ranging from $4.75 to $4.90. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (3) | Represents special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Partnership Units (as defined below) are redeemable for Common Partnership Units at the option of the Reporting Person. See Footnote 10 discussing redemption of Common Partnership Units. |
| (4) | The LTIP Units reported herein vest and are convertible in three (3) equal installments over a three (3) year term from the date of the award. See Footnote 3 discussing the convertibility of vested LTIP Units. |
| (5) | Neither the Common Partnership Units nor vested LTIP Units (including any LTIP Units awarded upon achievement of the specified performance criteria relating to vested Performance LTIP Units) have an expiration date. |
| (6) | Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Partnership Units, (ii) have not yet achieved parity with the Common Partnership Units, (iii) are currently vested or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes. See Footnote 3 discussing convertibility of LTIP Units and Footnote 10 discussing convertibility of Common Partnership Units. |
| (7) | Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit subject to specified performance-based vesting criteria. |
| (8) | Represents the maximum number of LTIP Units that may vest pursuant to the 2021 and 2022 awards of Performance LTIP Units, which is 200% of the target number of LTIP Units. The actual number of Performance LTIP Units that may vest can range from 0% to 200% of the target number of Performance LTIP Units, based on achievement of specified performance metrics. Assuming continued service through the vesting date and minimum achievement of the specified performance metrics, the Performance LTIP Units will generally vest on December 31, 2023 (with respect to the 2021 Performance LTIP Units) and December 31, 2024 (with respect to the 2022 Performance LTIP Units). See Footnote 3 discussing the convertibility of vested LTIP Units. |
| (9) | The Reporting Person received the Performance LTIP Unit and LTIP Unit awards reported herein under the Issuer's Second Amended and Restated 2013 Equity Incentive Plan. |
| (10) | Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"). Common Partnership Units are redeemable for cash or, at the option of the Issuer, redeemable for shares of the Issuer's common stock on a 1-for-1 basis. |
| (11) | Reflects the aggregate number of Common Partnership Units currently held directly or indirectly, as noted, by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 10 discussing the convertibility of the Common Partnership Units. |
| (12) | The Common Partnership Units reflected as beneficially owned indirectly through Ashford Financial Corporation reflect only the Reporting Person's pecuniary interest in all Common Partnership Units owned by such entity. The Reporting Person hereby disclaims interest in all other securities of the Issuer or the Subsidiary owned directly by such entity. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Bennett Monty J
14185 DALLAS PARKWAY
SUITE 1200
DALLAS, TX 75254 | X |
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Signatures
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| /s/ Monty J. Bennett | | 3/1/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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