Jeremy Welter - Sep 10, 2021 Form 4 Insider Report for Ashford Inc. (AINC)

Signature
/s/ Jeremy Welter
Stock symbol
AINC
Transactions as of
Sep 10, 2021
Transactions value $
$0
Form type
4
Date filed
9/14/2021, 06:17 AM
Previous filing
Jul 13, 2021
Next filing
Dec 27, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding AINC Common Stock 251K Sep 10, 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
transaction AINC Class 2 LTIP Units Award $0 +35K $0.00 35K Sep 10, 2021 Common Stock 35K $61.12 Direct F1, F2
transaction AINC Class 2 LTIP Units Award $0 +27.5K $0.00 27.5K Sep 10, 2021 Common Stock 27.5K $94.96 Direct F1, F2
transaction AINC Class 2 LTIP Units Award $0 +17.5K $0.00 17.5K Sep 10, 2021 Common Stock 17.5K $57.71 Direct F1, F2
transaction AINC Class 2 LTIP Units Award $0 +17.5K $0.00 17.5K Sep 10, 2021 Common Stock 17.5K $57.34 Direct F1, F2
transaction AINC Class 2 LTIP Units Award $0 +35K $0.00 35K Sep 10, 2021 Common Stock 35K $45.59 Direct F1, F2
transaction AINC Class 2 LTIP Units Award $0 +30K $0.00 30K Sep 10, 2021 Common Stock 30K $85.97 Direct F1, F2
transaction AINC Stock Options (right to purchase) Disposed to Issuer $0 -35K -100% $0.00* 0 Sep 10, 2021 Common Stock 35K $61.12 Direct F3
transaction AINC Stock Options (right to purchase) Disposed to Issuer $0 -27.5K -100% $0.00* 0 Sep 10, 2021 Common Stock 27.5K $94.96 Direct F3
transaction AINC Stock Options (right to purchase) Disposed to Issuer $0 -17.5K -100% $0.00* 0 Sep 10, 2021 Common Stock 17.5K $57.71 Direct F3
transaction AINC Stock Options (right to purchase) Disposed to Issuer $0 -17.5K -100% $0.00* 0 Sep 10, 2021 Common Stock 17.5K $57.34 Direct F3
transaction AINC Stock Options (right to purchase) Disposed to Issuer $0 -35K -100% $0.00* 0 Sep 10, 2021 Common Stock 35K $45.59 Direct F3
transaction AINC Stock Options (right to purchase) Disposed to Issuer $0 -30K -100% $0.00* 0 Sep 10, 2021 Common Stock 30K $85.97 Direct F3
holding AINC Series D Convertible Preferred Stock 32.4K Sep 10, 2021 Common Stock 6.89K $0.21 Direct F4
holding AINC Common Units 68.2 Sep 10, 2021 Common Stock 68.2 $0.00 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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).
F2 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.
F3 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.
F4 In connection with the transactions contemplated by the Combination Agreement, dated May 31, 2019, as amended, among the Issuer, the Reporting Person, Monty Bennett, Archie Bennett, Jr., Remington Holdings, L.P., Remington Holdings GP, LLC, Project Management LLC, MJB Investments, L.P., James L. Cowen, Ashford Nevada Holding Corp. and Ashford Merger Sub Inc., the Reporting Person, directly or indirectly through certain affiliates, acquired 32,400 shares of Series D Convertible Preferred Stock as reported herein. Such 32,400 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 6,893 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.
F5 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.