Mark Nunneley - May 11, 2021 Form 4 Insider Report for Braemar Hotels & Resorts Inc. (BHR)

Role: Chief Accounting Officer
Signature: /s/ Mark Nunneley
Stock symbol: BHR
Transactions as of: May 11, 2021
Transactions value $: $0
Form type: 4
Date filed: 5/13/2021, 05:22 PM
Next filing: May 14, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BHR	Common Stock	Award	$0	+31.4K	+11.89%	$0.00	296K	May 11, 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	BHR	Performance Stock Units (2021)	Award	$0	+65.3K		$0.00	65.3K	May 11, 2021	Common Stock	65.3K	$0.00	Direct	F2, F3, F4
holding	BHR	Performance Stock Units (2020)						20K	May 11, 2021	Common Stock	20K	$0.00	Direct	F2, F4
holding	BHR	Performance Stock Units (2019)						18K	May 11, 2021	Common Stock	18K	$0.00	Direct	F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On February 26, 2021, the Issuer approved this award of restricted stock to the Reporting Person pursuant to a restricted stock grant from the Issuer under the Issuer's Second Amended and Restated 2013 Equity Incentive Plan (the "Plan"), subject to approval of an increase in the shares reserved under the Plan by the Company's stockholders at the Company's Annual Meeting on May 11, 2021 (which approval was obtained). Such shares generally vest in three (3) substantially equal installments on the first three (3) anniversaries following February 26, 2021, subject to accelerated vesting on certain specified events.
F2	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.
F3	The Reporting Person received the Performance Stock Units pursuant to an award granted by the Issuer under the Plan. The 2021 Performance Stock Units were approved by the Issuer on February 26, 2021, subject to approval of an increase in the shares reserved under the Plan by the Company's stockholders at the Company's Annual Meeting on May 11, 2021 (which approval was obtained).
F4	Represents the target share amount that may be issued pursuant to such 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 number of Performance Stock Units awarded, based on achievement of specified performance goals. 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).