Alan Tallis - May 12, 2021 Form 4 Insider Report for ASHFORD HOSPITALITY TRUST INC (AHT)

Role: Director
Signature: /s/ ALAN TALLIS
Stock symbol: AHT
Transactions as of: May 12, 2021
Transactions value $: $8,216
Form type: 4
Date filed: 5/14/2021, 08:49 PM
Next filing: May 12, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AHT	Common Stock	Award	$0	+35K		$0.00	35K	May 12, 2021	Direct	F1
holding	AHT	Common Stock						21.9K	May 12, 2021	By 2009 Tallis Family Irrevocable Trust
holding	AHT	Common Stock						11.6K	May 12, 2021	By 2012 Shirley A. Tallis Irrevocable Trust
holding	AHT	Common Stock						12K	May 12, 2021	By Tallis Family Revocable Trust, Alan L. Tallis and Shirley A. Tallis, Trustees
holding	AHT	Common Stock						500	May 12, 2021	By Alan L. Tallis IRA

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	AHT	Special Limited Partnership Units	Award	$8.22K	+2.79K	+45.54%	$2.95	8.9K	May 12, 2021	Common Stock		$0.00	Direct	F2, F3, F4, F5
holding	AHT	Common Limited Partnership Units						40.7K	May 12, 2021	Common Stock		$0.00	Direct	F4, F5

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

Explanation of Responses:

Id	Content
F1	The Reporting Person received the shares pursuant to a stock grant from the Issuer, under the Issuer's 2021 Stock Incentive Plan (the "Plan"), in connection with the re-election of the Reporting Person to the Issuer's Board of Directors.
F2	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 Limited Partnership Units of the Subsidiary ("Common Units"), are convertible into Common Units at the option of the Reporting Person. See Footnote 4 discussing the convertibility of Common Units.
F3	The LTIP Units were issued to the Reporting Person under the Plan in lieu of certain cash retainer fees and were fully vested upon grant.
F4	Neither the LTIP Units nor the Common Units have an expiration date.
F5	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 as described in Amendment No. 5 to the Seventh Amended and Restated Agreement of the Limited Partnership dated December 13, 2017.