Monty J. Bennett - Feb 28, 2022 Form 4 Insider Report for ASHFORD HOSPITALITY TRUST INC (AHT)

Role
Director
Signature
/s/ Monty J. Bennett
Stock symbol
AHT
Transactions as of
Feb 28, 2022
Transactions value $
-$1,808
Form type
4
Date filed
3/2/2022, 08:39 PM
Previous filing
Sep 14, 2021
Next filing
Dec 19, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AHT Common Stock Tax liability -$1.81K -209 -4.52% $8.65 4.42K Feb 28, 2022 Direct F1, F2, F3
holding AHT Common Stock 7.61K Feb 28, 2022 By MJB Investments, LP F3
holding AHT Common Stock 3.58K Feb 28, 2022 By Dartmore, LP F3
holding AHT Common Stock 740 Feb 28, 2022 By Reserve, LP IV F3

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 AHT Performance Stock Units (2020) 2.25K Feb 28, 2022 Common Stock 2.25K $0.00 Direct F3, F4, F5
holding AHT Performance LTIP Units (2021) 122K Feb 28, 2022 Common Stock 122K $0.00 Texas Yarrow 2021 F6, F7
holding AHT Special Limited Partnership Units 48.9K Feb 28, 2022 Common Stock 48.9K $0.00 Texas Yarrow 2021 F8, F9, F10
holding AHT Special Limited Partnership Units 2K Feb 28, 2022 Common Stock 2K $0.00 Direct F3, F8, F9, F10, F11
holding AHT Special Limited Partnership Units 7.15K Feb 28, 2022 Common Stock 7.15K $0.00 By MJB Operating, LP F3, F8, F9, F10, F11
holding AHT Common Limited Partnership Units 9.67K Feb 28, 2022 Common Stock 9.67K $0.00 By MJB Operating, LP F3, F10, F12, F13
holding AHT Common Limited Partnership Units 25.4K Feb 28, 2022 Common Stock 25.4K $0.00 By Dartmore, LP F3, F10, F12, F13
holding AHT Common Limited Partnership Units 1.77K Feb 28, 2022 Common Stock 1.77K $0.00 By MJB Investments, LP F3, F10, F12, F13
holding AHT Common Limited Partnership Units 5.5K Feb 28, 2022 Common Stock 5.5K $0.00 By Reserve, LP IV F3, F10, F12, F13
holding AHT Common Limited Partnership Units 3.97K Feb 28, 2022 Common Stock 3.97K $0.00 By Reserve, LP III F3, F10, F12, F13
holding AHT Common Limited Partnership Units 4.72K Feb 28, 2022 Common Stock 4.72K $0.00 By Ashford Financial Corporation F3, F10, F12, F13, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of common stock forfeited to the Issuer to satisfy certain tax-withholding obligations of the Reporting Person arising as a result of the vesting of restricted stock held by the Reporting Person.
F2 Represents the closing price of the common stock on February 25, 2022, the last trading day before the date of forfeiture.
F3 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 16, 2021.
F4 Each performance stock unit ("Performance Stock Unit") award represents a right to receive between zero (0) and two (2) shares of the Issuer's common stock if and when the applicable vesting criteria have been achieved.
F5 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% of the target number of Performance Stock Units reported, 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 returns, the Performance Stock Units, as adjusted, will generally vest on December 31, 2022.
F6 Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit (as defined below) subject to specified performance-based vesting criteria.
F7 Represents the maximum number of LTIP Units (as defined below) that may vest pursuant to the 2021 awards of Performance LTIP Units, which is 250% of the target number of LTIP Units. The actual number of 2021 Performance LTIP Units that may vest can range from 0% to 250% of the target number of Performance LTIP Units, based on achievement of specified performance metrics. Assuming continued service through the vesting date and minimum achievement of the specified performance metrics, the 2021 Performance LTIP Units will generally vest on December 31, 2023. See Footnote 8 discussing the convertibility of vested LTIP Units.
F8 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.
F9 The LTIP Units reported herein vest in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant. See Footnote 8 discussing the convertibility of vested LTIP Units.
F10 Neither the Common Units nor the LTIP Units have an expiration date.
F11 Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person, 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.
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.
F14 Reflects only the Reporting Person's pecuniary interest in the aggregate number of Common Units held directly by Ashford Financial Corporation. The Reporting Person hereby disclaims any interest in all other securities of the Issuer held directly by Ashford Financial Corporation.