| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | AHT | Common Stock | Award | $0 | +330K | +1419.8% | $0.00 | 353K | May 12, 2021 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | AHT | Performance Stock Units (2021) | Award | $0 | +330K | $0.00 | 330K | May 12, 2021 | Common Stock | 330K | $0.00 | Direct | F9, F10, F11 | |
| holding | AHT | Performance LTIP Units (2020) | 30K | May 12, 2021 | Common Stock | 30K | $0.00 | Direct | F2, F3, F4 | |||||
| holding | AHT | Special Limited Partnership Units | 33.3K | May 12, 2021 | Common Stock | 33.3K | $0.00 | Direct | F2, F5, F6, F7, F8 | |||||
| holding | AHT | Performance Stock Units (2019) | 10.7K | May 12, 2021 | Common Stock | 10.7K | $0.00 | Direct | F2, F9, F11 | |||||
| holding | AHT | Common Limited Partnership Units | 47.4K | May 12, 2021 | Common Stock | 47.4K | $0.00 | Direct | F2, F7, F12, F13 |
| Id | Content |
|---|---|
| F1 | On March 8, 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 2021 Stock Incentive Plan (the "Plan"), subject to approval of the Plan by the Company's stockholders at the Company's Annual Meeting on May 12, 2021 (which approval was obtained). Such shares generally vest in three (3) substantially equal installments on the first three (3) anniversaries following March 8, 2021, subject to accelerated vesting on certain specified events. |
| F2 | 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. |
| F3 | Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit subject to specified performance-based vesting criteria. |
| F4 | Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 200% of the target number of LTIP Units. The actual number of Performance LTIP Units that may vest can range from 0% to 200% of the target number of Performance LTIP Units, 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 return, the Performance LTIP Units, will generally vest on December 31, 2022 (with respect to the 2020 grant). See Footnote 5 discussing the convertibility of vested LTIP Units. |
| F5 | 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 12 discussing the convertibility of the Common Units. |
| F6 | The LTIP Units acquired by the Reporting Person, as reported herein, vest in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant. See Footnote 6 discussing the convertibility of vested LTIP Units. |
| F7 | Neither the Common Units nor the LTIP Units have an expiration date. |
| F8 | Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person following the LTIP Units award reported herein, 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. |
| F9 | Each performance stock unit ("Performance Stock Unit") award granted in 2020 represents a right to receive between 0% and 200% of the target number of Performance Stock Units reflected in the table. Each Performance Stock Unit award granted in 2021 represents a right to receive between 0% and 250% of the target number of Performance Stock Units reflected in the table. |
| F10 | The Reporting Person received the 2021 Performance Stock Units pursuant to a grant from the Issuer under the Plan, and the 2019 Performance Stock Units pursuant to a grant under the Issuer's 2011 Stock Incentive Plan. |
| F11 | 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% (in the case of 2020 Performance Stock Units) or 0% to 250% (in the case of 2021 Performance Stock Units) of the target number of Performance Stock Units reported, based on achievement of specified performance metrics. 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) and December 31, 2023 (with respect to the 2021 grant). |
| F12 | 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. |
| F13 | 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 12 discussing the convertibility of the Common Units. |