Richard J. Stockton - May 11, 2021 Form 4 Insider Report for Braemar Hotels & Resorts Inc. (BHR)

Role: CEO and President
Signature: /s/ Richard J. Stockton
Stock symbol: BHR
Transactions as of: May 11, 2021
Transactions value $: $0
Form type: 4
Date filed: 5/13/2021, 05:23 PM
Next filing: Mar 2, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	BHR	Common Stock						167K	May 11, 2021	Direct

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 LTIP Units (2021)	Award	$0	+437K		$0.00	437K	May 11, 2021	Common Stock	437K	$0.00	Direct	F1, F2, F3
transaction	BHR	LTIP Units	Award	$0	+84.2K	+92.8%	$0.00	175K	May 11, 2021	Common Stock	84.2K	$0.00	Direct	F2, F4, F5, F6
holding	BHR	Performance Stock Units (2020)						70K	May 11, 2021	Common Stock	70K	$0.00	Direct	F7, F8
holding	BHR	Performance Stock Units (2019)						64.1K	May 11, 2021	Common Stock	64.1K	$0.00	Direct	F7, F8

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

Explanation of Responses:

Id	Content
F1	Each performance LTIP Unit ("Performance LTIP Unit") award represents an LTIP Unit subject to performance-based vesting criteria.
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	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 4 discussing the convertibility of vested LTIP Units.
F4	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, are convertible into Common Partnership Units at the option of the Reporting Person. "Common Partnership Units" are Common Limited Partnership Units of the Subsidiary and 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.
F5	The LTIP Units reported herein vest in three (3) equal installments over a three (3) year term from the date of the award. See Footnote 4 discussing the convertibility of vested LTIP Units.
F6	The vested LTIP Units do not have an expiration date.
F7	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.
F8	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 a specified relative total stockholder returns. Assuming continued service through the vesting date and achievement of the specified performance-based vesting criteria, the Performance Stock Units, as adjusted, will generally vest on December 31, 2021 (with respect to the 2019 grant) and December 31, 2022 (with respect to the 2020 grant). One-third of the Performance Stock Units granted in 2020 were eligible to vest (at up to 200% of target) based on performance during the first year of the performance period.