| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | BHR | Common Stock | 134K | May 11, 2021 | Direct | ||||||
| holding | BHR | Common Stock | 217K | May 11, 2021 | By MJB Investments, LP | ||||||
| holding | BHR | Common Stock | 17.8K | May 11, 2021 | By Reserve, LP IV | ||||||
| holding | BHR | Common Stock | 86.3K | May 11, 2021 | By Dartmore, LP |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BHR | LTIP Units | Award | $0 | +118K | $0.00 | 118K | May 11, 2021 | Common Stock | 118K | $0.00 | Direct | F1, F2, F3, F4 | |
| transaction | BHR | Performance LTIP Units (2021) | Award | $0 | +612K | $0.00 | 612K | May 11, 2021 | Common Stock | 612K | $0.00 | Direct | F2, F6, F7 | |
| holding | BHR | LTIP Units | 201K | May 11, 2021 | Common Stock | 201K | $0.00 | Direct | F1, F3, F4, F5 | |||||
| holding | BHR | LTIP Units | 95.4K | May 11, 2021 | Common Stock | 95.4K | $0.00 | By MJB Operating, LP | F1, F3, F4, F5 | |||||
| holding | BHR | Performance Stock Units (2020) | 70K | May 11, 2021 | Common Stock | 70K | $0.00 | Direct | F5, F8 | |||||
| holding | BHR | Performance Stock Units (2019) | 64.1K | May 11, 2021 | Common Stock | 64.1K | $0.00 | Direct | F8, F9 | |||||
| holding | BHR | Common Partnership Units | 296K | May 11, 2021 | Common Stock | 296K | $0.00 | By MJB Operating, LP | F4, F10, F11 | |||||
| holding | BHR | Common Partnership Units | 664K | May 11, 2021 | Common Stock | 664K | $0.00 | By Dartmore, LP | F4, F10, F11 | |||||
| holding | BHR | Common Partnership Units | 123K | May 11, 2021 | Common Stock | 123K | $0.00 | By Ashford Financial Corporation | F4, F10, F11, F12 | |||||
| holding | BHR | Common Partnership Units | 46.4K | May 11, 2021 | Common Stock | 46.4K | $0.00 | By MJB Investments, LP | F4, F10, F11 | |||||
| holding | BHR | Common Partnership Units | 144K | May 11, 2021 | Common Stock | 144K | $0.00 | By Reserve, LP IV | F4, F10, F11 | |||||
| holding | BHR | Common Partnership Units | 104K | May 11, 2021 | Common Stock | 104K | $0.00 | By Reserve, LP III | F4, F10, F11 |
| Id | Content |
|---|---|
| F1 | 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 convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 10 discussing convertibility of Common Partnership Units. |
| F2 | The Reporting Person received the Performance LTIP Units and LTIP Units (as defined below) awards reported herein under the Issuer's Second Amended and Restated 2013 Equity Incentive Plan (the "Plan"). The 2021 Performance LTIP Units and LTIP Units were approved by the Issuer on February 26, 2021, subject to approval of the Plan by the Company's stockholders at the Company's Annual Meeting on May 11, 2021 (which approval was obtained). |
| F3 | 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 1 discussing the convertibility of vested LTIP Units. |
| F4 | 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. |
| F5 | 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 1 discussing convertibility of LTIP Units and Footnote 10 discussing convertibility of Common Partnership Units. |
| F6 | Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit (as defined below) subject to specified performance-based vesting criteria. |
| F7 | Represents the maximum number of LTIP Units that may vest pursuant to the 2021 awards of Performance LTIP Units, which is 250% of the target number of LTIP Units. The actual number of 2021 Performance LTIP Units that may vest can range from 0% to 250% 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 2021 Performance LTIP Units will generally vest on December 31, 2023. See Footnote 1 discussing the convertibility of vested LTIP Units. |
| F8 | Each Performance Stock Unit ("Performance Stock Unit") award represents the right, upon achievement of certain specified performance-based vesting criteria, to receive up to two (2) shares of the Issuer's common stock. |
| F9 | 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% of the target number of Performance Stock Units reported, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder returns, the Performance Stock Units, as adjusted, will generally vest on December 31, 2021 (with respect to the 2019 grant) December 31, 2022 (with respect to the 2020 grant). |
| F10 | Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"). Common Partnership 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. |
| F11 | 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. |
| F12 | 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. |