Jeremy Welter - Jul 9, 2021 Form 4 Insider Report for Braemar Hotels & Resorts Inc. (BHR)

Role: Chief Operating Officer
Signature: /s/ Jeremy Welter
Stock symbol: BHR
Transactions as of: Jul 9, 2021
Transactions value $: $101,250
Form type: 4
Date filed: 7/13/2021, 04:04 PM
Previous filing: May 14, 2021
Next filing: Sep 14, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BHR	Series E Redeemable Preferred Stock	Purchase	$101K	+4.5K		$22.50^*	4.5K	Jul 9, 2021	Direct
holding	BHR	Common Stock						316K	Jul 9, 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
holding	BHR	Performance LTIP Units (2020)						95K	Jul 9, 2021	Common Stock	95K	$0.00	Direct	F1, F2
holding	BHR	LTIP Units						77.5K	Jul 9, 2021	Common Stock	77.5K	$0.00	Direct	F3, F4, F5, F6
holding	BHR	Performance Stock Units (2021)						152K	Jul 9, 2021	Common Stock	152K	$0.00	Direct	F7, F8
holding	BHR	Performance Stock Units (2019)						30K	Jul 9, 2021	Common Stock	30K	$0.00	Direct	F7, F8
holding	BHR	Common Partnership Units						28.4K	Jul 9, 2021	Common Stock	28.4K	$0.00	Direct	F5, F9, F10

* 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	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 for such respective award. 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 a specified relative total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative total stockholder return, the Performance LTIP Units will generally vest on December 31, 2022 (with respect to the 2020 grant). See Footnote 3 discussing the convertibility of vested LTIP Units.
F3	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 (as defined below) are convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 9 discussing convertibility of Common Partnership Units.
F4	The LTIP Units reported herein vest and are convertible into Common Partnership Units 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.
F5	Neither the Common Partnership Units nor vested LTIP Units (including any LTIP Units awarded upon achievement of the specified performance criteria relating to vested Performance LTIP Units) have an expiration date.
F6	Reflects the aggregate number of LTIP Units held 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 Partnership Units, (ii) have not yet achieved parity with the Common Partnership Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes. See Footnote 4 discussing convertibility of LTIP Units and Footnote 10 discussing convertibility of Common Partnership Units.
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 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) and December 31, 2023 (with respect to the 2021 grant).
F9	Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"). Common Partnership 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.
F10	Reflects the aggregate number of Common Partnership Units currently held 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 9 discussing the convertibility of the Common Partnership Units.