| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BHR | Common Stock | Tax liability | -$33K | -5.32K | -3.97% | $6.20 | 129K | Feb 28, 2022 | Direct | F1, F2 |
| holding | BHR | Common Stock | 217K | Feb 28, 2022 | By MJB Investments, LP | ||||||
| holding | BHR | Common Stock | 17.8K | Feb 28, 2022 | By Reserve, LP IV | ||||||
| holding | BHR | Common Stock | 86.3K | Feb 28, 2022 | By Dartmore, LP |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | BHR | LTIP Units | 118K | Feb 28, 2022 | Common Stock | 118K | $0.00 | Texas Yarrow 2021 | F3, F4, F5 | |||||
| holding | BHR | LTIP Units | 127K | Feb 28, 2022 | Common Stock | 127K | $0.00 | Texas Yarrow 2021 | F3, F4, F5, F6 | |||||
| holding | BHR | LTIP Units | 74.1K | Feb 28, 2022 | Common Stock | 74.1K | $0.00 | Direct | F3, F4, F5, F6 | |||||
| holding | BHR | LTIP Units | 95.4K | Feb 28, 2022 | Common Stock | 95.4K | $0.00 | By MJB Operating, LP | F3, F4, F5, F6 | |||||
| holding | BHR | Performance LTIP Units (2021) | 490K | Feb 28, 2022 | Common Stock | 490K | $0.00 | Texas Yarrow 2021 | F6, F8 | |||||
| holding | BHR | Performance Stock Units (2020) | 70K | Feb 28, 2022 | Common Stock | 70K | $0.00 | Direct | F6, F7 | |||||
| holding | BHR | Common Partnership Units | 296K | Feb 28, 2022 | Common Stock | 296K | $0.00 | By MJB Operating, LP | F5, F9, F10 | |||||
| holding | BHR | Common Partnership Units | 664K | Feb 28, 2022 | Common Stock | 664K | $0.00 | By Dartmore, LP | F5, F9, F10 | |||||
| holding | BHR | Common Partnership Units | 123K | Feb 28, 2022 | Common Stock | 123K | $0.00 | By Ashford Financial Corporation | F5, F9, F10, F11 | |||||
| holding | BHR | Common Partnership Units | 46.4K | Feb 28, 2022 | Common Stock | 46.4K | $0.00 | By MJB Investments, LP | F5, F9, F10 | |||||
| holding | BHR | Common Partnership Units | 144K | Feb 28, 2022 | Common Stock | 144K | $0.00 | By Reserve, LP IV | F5, F9, F10 | |||||
| holding | BHR | Common Partnership Units | 104K | Feb 28, 2022 | Common Stock | 104K | $0.00 | By Reserve, LP III | F5, F9, F10 |
| 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 | 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 10 discussing convertibility of Common Partnership Units. |
| F4 | The LTIP Units reported herein vest and are convertible in three (3) equal installments over a three (3) year term from the date of the award. See Footnote 3 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 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 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 3 discussing convertibility of LTIP Units and Footnote 10 discussing convertibility of Common Partnership Units. |
| F7 | Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit (as defined below) subject to specified performance-based vesting criteria. |
| F8 | Represents the maximum number of LTIP Units that may vest pursuant to the 2021 awards of Performance LTIP Units, which is 200% of the target number of LTIP Units. The actual number of 2021 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 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 3 discussing the convertibility of vested LTIP Units. |
| 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 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 10 discussing the convertibility of the Common Partnership Units. |
| F11 | The Common Partnership Units reflected as beneficially owned indirectly through Ashford Financial Corporation reflect only the Reporting Person's pecuniary interest in all Common Partnership Units owned by such entity. The Reporting Person hereby disclaims interest in all other securities of the Issuer or the Subsidiary owned directly by such entity. |