| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | AINC | Common Stock | 253K | Sep 10, 2021 | Direct | ||||||
| holding | AINC | Common Stock | 18.8K | Sep 10, 2021 | By MJB Operating, LP | ||||||
| holding | AINC | Common Stock | 118K | Sep 10, 2021 | By MJB Investments LP | ||||||
| holding | AINC | Common Stock | 62.1K | Sep 10, 2021 | By Dartmore LP | ||||||
| holding | AINC | Common Stock | 13.4K | Sep 10, 2021 | By Reserve, LP IV | ||||||
| holding | AINC | Common Stock | 8.92K | Sep 10, 2021 | By Reserve, LP III | ||||||
| holding | AINC | Common Stock | 10.6K | Sep 10, 2021 | By Ashford Financial Corporation | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | AINC | Class 2 LTIP Units | Award | $0 | +50K | $0.00 | 50K | Sep 10, 2021 | Common Stock | 50K | $57.71 | Direct | F2, F3 | |
| transaction | AINC | Class 2 LTIP Units | Award | $0 | +50K | $0.00 | 50K | Sep 10, 2021 | Common Stock | 50K | $57.34 | Direct | F2, F3 | |
| transaction | AINC | Class 2 LTIP Units | Award | $0 | +100K | $0.00 | 100K | Sep 10, 2021 | Common Stock | 100K | $45.59 | Direct | F2, F3 | |
| transaction | AINC | Stock Options (right to purchase) | Disposed to Issuer | $0 | -50K | -100% | $0.00* | 0 | Sep 10, 2021 | Common Stock | 50K | $57.71 | Direct | F4 |
| transaction | AINC | Stock Options (right to purchase) | Disposed to Issuer | $0 | -50K | -100% | $0.00* | 0 | Sep 10, 2021 | Common Stock | 50K | $57.34 | By MJB Operating, LP | F4 |
| transaction | AINC | Stock Options (right to purchase) | Disposed to Issuer | $0 | -100K | -100% | $0.00* | 0 | Sep 10, 2021 | Common Stock | 100K | $45.59 | By MJB Operating, LP | F4 |
| holding | AINC | Stock Options (right to purchase) | 90K | Sep 10, 2021 | Common Stock | 90K | $61.12 | Direct | ||||||
| holding | AINC | Stock Options (right to purchase) | 77.2K | Sep 10, 2021 | Common Stock | 77.2K | $94.96 | Direct | ||||||
| holding | AINC | Stock Options (right to purchase) | 95K | Sep 10, 2021 | Common Stock | 95K | $85.97 | By MJB Operating, LP | ||||||
| holding | AINC | Series D Convertible Preferred Stock | 9.05M | Sep 10, 2021 | Common Stock | 1.92M | $0.21 | By MJB Investments LP | F5 | |||||
| holding | AINC | Series D Convertible Preferred Stock | 80K | Sep 10, 2021 | Common Stock | 17K | $0.21 | By Trust | F6 | |||||
| holding | AINC | Series D Convertible Preferred Stock | 152K | Sep 10, 2021 | Common Stock | 32.3K | $0.21 | Direct | F7 | |||||
| holding | AINC | Common Units | 143 | Sep 10, 2021 | Common Stock | 143 | $0.00 | By MJB Operating, LP | F8 | |||||
| holding | AINC | Common Units | 502 | Sep 10, 2021 | Common Stock | 502 | $0.00 | By Dartmore LP | F8 | |||||
| holding | AINC | Common Units | 35.9 | Sep 10, 2021 | Common Stock | 35.9 | $0.00 | By MJB Investments LP | F8 | |||||
| holding | AINC | Common Units | 109 | Sep 10, 2021 | Common Stock | 109 | $0.00 | By Reserve, LP IV | F8 | |||||
| holding | AINC | Common Units | 78.7 | Sep 10, 2021 | Common Stock | 78.7 | $0.00 | By Reserve, LP III | F8 | |||||
| holding | AINC | Common Units | 93.2 | Sep 10, 2021 | Common Stock | 93.2 | $0.00 | By Ashford Financial Corporation | F1, F8 | |||||
| holding | AINC | Stock Units under Deferred Compensation Plan | 196K | Sep 10, 2021 | Common Stock | 196K | Direct | F9 |
| Id | Content |
|---|---|
| F1 | Reflects the Reporting Person's pecuniary interest in such securities held directly by Ashford Financial Corporation, of which the Reporting Person is a shareholder. The Reporting Person disclaims any beneficial interest in any other Common Units (as defined below) or any shares of the Issuer's common stock (or securities convertible into shares of the Issuer's common stock) held directly or indirectly by Ashford Financial Corporation. |
| F2 | This Class 2 Long-Term Incentive Partnership Unit ("LTIP 2") in the Issuer's subsidiary operating partnership, Ashford Hospitality Holdings LLC ("AHH"), was granted to the Reporting Person under the Issuer's 2014 Incentive Plan, as amended, as a substitute award for the corresponding stock option voluntarily forfeited by the Reporting Person, as described herein. The LTIP 2s vest on the same schedule as the applicable forfeited option and are intended to replicate the economics of each such option; therefore, each vested LTIP 2 can convert into a number of LTIPs in AHH based on the appreciation in a share of the Issuer's common stock over the initial exercise price of the applicable forfeited option, but a vested LTIP 2 may only be so converted prior to the final conversion date of such LTIP 2 (which is the same as the expiration date of the applicable forfeited option). |
| F3 | LTIPs, upon achieving parity with common limited partnership units of AHH, are in turn convertible into common limited partnership units of AHH, which are themselves 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. |
| F4 | This stock option was voluntarily forfeited by the Reporting Person in exchange for a long-term incentive partnership unit ("LTIP") in the Issuer's subsidiary operating partnership, granted under the Issuer's 2014 Incentive Plan, as amended. |
| F5 | Such 9,047,300 of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 1,924,957 shares of the Issuer's common stock at a conversion ratio equal to the liquidation preference of a share of Series D Convertible Preferred Stock, par value $25.00, divided by $117.50, subject to adjustment (the "Conversion Ratio"). |
| F6 | In connection with the transactions contemplated by the Combination Agreement, the 80,000 shares of Series B Convertible Preferred Stock beneficially owned by a trust for the benefit of one of the Reporting Person's minor children were converted on a one-for-one basis into 80,000 shares of Series D Convertible Preferred Stock. Such 80,000 shares of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 17,021 shares of the Issuer's common stock at the Conversion Ratio. |
| F7 | In connection with the transactions contemplated by the Combination Agreement, the Reporting Person received 152,000 shares of Series D Convertible Preferred Stock. Such 152,000 shares of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 32,340 shares of the Issuer's common stock at the Conversion Ratio. |
| F8 | Common units ("Common Units") in Ashford Hospitality Advisors LLC, the Issuer's operating subsidiary, owned by the Reporting Person. 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. The Common Units have no expiration date. |
| F9 | Each Stock Unit entitles the Reporting Person to receive one share of the Issuer's common stock on the date (or dates) elected by the Reporting Person under the Ashford Inc. Amended and Restated Nonqualified Deferred Compensation Plan (originally adopted by Ashford Hospitality Trust, Inc., effective January 1, 2008) assumed by the Issuer, effective November 12, 2014. |