J. Robison Hays III - Mar 15, 2022 Form 4 Insider Report for ASHFORD HOSPITALITY TRUST INC (AHT)

Role: President and CEO, Director
Signature: /s/ J. Robison Hays, III
Stock symbol: AHT
Transactions as of: Mar 15, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/15/2022, 09:11 PM
Previous filing: Aug 17, 2021
Next filing: May 18, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	AHT	Common Stock						110K	Mar 15, 2022	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	AHT	Performance LTIP Units (2022)	Award	$0	+378K		$0.00	378K	Mar 15, 2022	Common Stock	378K	$0.00	Direct	F3, F4, F5
holding	AHT	Performance Stock Units (2021)						42.8K	Mar 15, 2022	Common Stock	42.8K	$0.00	Direct	F1, F2
holding	AHT	Performance Stock Units (2020)						1K	Mar 15, 2022	Common Stock	1K	$0.00	Direct	F1, F2
holding	AHT	Special Limited Partnership Units						358	Mar 15, 2022	Common Stock	358	$0.00	Direct	F6, F7, F8, F9
holding	AHT	Common Limited Partnership Units						4.32K	Mar 15, 2022	Common Stock	4.32K	$0.00	Direct	F8, F10, F11

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each performance stock unit ("Performance Stock Unit") award granted in 2020 represents a right to receive between 0% and 200% of the target number of Performance Stock Units reflected in the table. Each Performance Stock Unit award granted in 2021 represents a right to receive between 0% and 250% of the target number of Performance Stock Units reflected in the table.
F2	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% (in the case of 2020 Performance Stock Units) or 0% to 250% (in the case of 2021 Performance Stock Units) of the target number of Performance Stock Units reported, based on achievement of specified performance metrics. 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, 2022 (with respect to the 2020 grant) and December 31, 2023 (with respect to the 2021 grant).
F3	Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit (as defined below) subject to specified performance-based vesting criteria.
F4	The Reporting Person received the Performance LTIP Units and LTIP Units awards reported herein under the Issuer's 2021 Stock Incentive Plan.
F5	Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 250% of the target number of LTIP Units. The actual number of 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 relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder return, the Performance LTIP Units, will generally vest on December 31, 2024. See Footnote 10 discussing the convertibility of vested LTIP Units.
F6	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 10 discussing the convertibility of the Common Units.
F7	The LTIP Units acquired by the Reporting Person, as reported herein, vest in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant. See Footnote 6 discussing the convertibility of vested LTIP Units.
F8	Neither the Common Units nor the LTIP Units have an expiration date.
F9	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.
F10	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.
F11	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 10 discussing the convertibility of the Common Units.