| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | AHT | Common Stock | 46.3K | May 12, 2021 | Direct | F1 | |||||
| holding | AHT | Common Stock | 76.1K | May 12, 2021 | By MJB Investments, LP | F1 | |||||
| holding | AHT | Common Stock | 35.8K | May 12, 2021 | By Dartmore, LP | F1 | |||||
| holding | AHT | Common Stock | 7.4K | May 12, 2021 | By Reserve, LP IV | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | AHT | Performance LTIP Units (2021) | Award | $0 | +1.22M | $0.00 | 1.22M | May 12, 2021 | Common Stock | 1.22M | $0.00 | Direct | F4, F5, F6 | |
| transaction | AHT | Special Limited Partnership Units | Award | $0 | +489K | $0.00 | 489K | May 12, 2021 | Common Stock | 489K | $0.00 | Direct | F5, F7, F8, F9 | |
| holding | AHT | Performance Stock Units (2020) | 22.5K | May 12, 2021 | Common Stock | 22.5K | $0.00 | Direct | F1, F2, F3 | |||||
| holding | AHT | Performance Stock Units (2019) | 23.8K | May 12, 2021 | Common Stock | 23.8K | $0.00 | Direct | F1, F2, F3 | |||||
| holding | AHT | Special Limited Partnership Units | 20K | May 12, 2021 | Common Stock | 20K | $0.00 | Direct | F1, F7, F8, F9, F10 | |||||
| holding | AHT | Special Limited Partnership Units | 71.5K | May 12, 2021 | Common Stock | 71.5K | $0.00 | By MJB Operating, LP | F1, F7, F8, F9, F10 | |||||
| holding | AHT | Common Limited Partnership Units | 96.7K | May 12, 2021 | Common Stock | 96.7K | $0.00 | By MJB Operating, LP | F1, F9, F11, F12 | |||||
| holding | AHT | Common Limited Partnership Units | 254K | May 12, 2021 | Common Stock | 254K | $0.00 | By Dartmore, LP | F1, F9, F11, F12 | |||||
| holding | AHT | Common Limited Partnership Units | 17.7K | May 12, 2021 | Common Stock | 17.7K | $0.00 | By MJB Investments, LP | F1, F9, F11, F12 | |||||
| holding | AHT | Common Limited Partnership Units | 55K | May 12, 2021 | Common Stock | 55K | $0.00 | By Reserve, LP IV | F1, F9, F11, F12 | |||||
| holding | AHT | Common Limited Partnership Units | 39.7K | May 12, 2021 | Common Stock | 39.7K | $0.00 | By Reserve, LP III | F1, F9, F11, F12 | |||||
| holding | AHT | Common Limited Partnership Units | 47.2K | May 12, 2021 | Common Stock | 47.2K | $0.00 | By Ashford Financial Corporation | F1, F9, F11, F12, F13 |
| Id | Content |
|---|---|
| F1 | The shares shown have been adjusted to reflect the Issuer's reverse stock split of its outstanding shares of common stock on a 1-for-10 basis that occurred on July 15, 2020. |
| F2 | Each performance stock unit ("Performance Stock Unit") award represents a right to receive between zero (0) and two (2) shares of the Issuer's common stock if and when the applicable vesting criteria have been achieved. |
| F3 | 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). |
| F4 | Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit (as defined below) subject to specified performance-based vesting criteria. |
| F5 | The Reporting Person received the Performance LTIP Units and LTIP Units (as defined below) awards reported herein under the Issuer's (a) 2011 Stock Incentive Plan, in the case of Performance LTIP Units and LTIP Units granted prior to 2021, and (b) 2021 Stock Incentive Plan (the "2021 Plan"), in the case of Performance LTIP Units and LTIP Units granted in 2021. The 2021 Performance LTIP Units and LTIP Units were approved by the Issuer on March 8, 2021, subject to approval of the 2021 Plan by the Company's stockholders at the Company's Annual Meeting on May 12, 2021 (which approval was obtained). |
| F6 | Represents the maximum number of LTIP Units (as defined below) 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 7 discussing the convertibility of vested LTIP Units. |
| F7 | Represents special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Units (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 11 discussing the convertibility of the Common Units. |
| F8 | The LTIP Units reported herein vest in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant. See Footnote 7 discussing the convertibility of vested LTIP Units. |
| F9 | Neither the Common Units nor the LTIP Units have an expiration date. |
| F10 | 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 Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes. |
| F11 | Common Limited Partnership Units of the Subsidiary ("Common Units"). Common 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. |
| F12 | Reflects the aggregate number of Common 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 11 discussing the convertibility of the Common Units. |
| F13 | Reflects only the Reporting Person's pecuniary interest in the aggregate number of Common Units held directly by Ashford Financial Corporation. The Reporting Person hereby disclaims any interest in all other securities of the Issuer held directly by Ashford Financial Corporation. |