| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BHR | Common Stock | Tax liability | -$34.3K | -5.68K | -3.52% | $6.04 | 156K | Mar 11, 2022 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BHR | Performance LTIP Units (2022) | Award | $0 | +418K | $0.00 | 418K | Mar 15, 2022 | Common Stock | 418K | $0.00 | Direct | F3, F4, F5 | |
| holding | BHR | Performance LTIP Units (2021) | 350K | Mar 11, 2022 | Common Stock | 350K | $0.00 | Direct | F3, F5 | |||||
| holding | BHR | LTIP Units | 175K | Mar 11, 2022 | Common Stock | 84.2K | $0.00 | Direct | F6, F7, F8 | |||||
| holding | BHR | Performance Stock Units (2020) | 70K | Mar 11, 2022 | Common Stock | 70K | $0.00 | Direct | 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 March 10, 2022, the last trading day before the date of forfeiture. |
| F3 | Each performance LTIP Unit ("Performance LTIP Unit") award represents a special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"), subject to performance-based vesting criteria. |
| F4 | The Reporting Person received the Performance LTIP Units and LTIP Units awards reported herein under the Issuer's Second Amended and Restated 2013 Equity Incentive Plan. |
| F5 | Represents the maximum number of LTIP Units that may vest pursuant to the 2021 and 2022 awards of Performance LTIP Units, which is 200% of the target number of LTIP Units. The actual number of 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 Performance LTIP Units will generally vest on December 31, 2023 (with respect to the 2021 Performance LTIP Units) and December 31, 2024 (with respect to the 2022 Performance LTIP Units). See Footnote 6 discussing the convertibility of vested LTIP Units. |
| F6 | Represents LTIP Units in the Subsidiary. Vested LTIP Units, upon achieving parity with the Common Partnership Units, are convertible into Common Partnership Units at the option of the Reporting Person. "Common Partnership Units" are Common Limited Partnership Units of the Subsidiary and 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. |
| F7 | The LTIP Units reported herein vest in three (3) equal installments over a three (3) year term from the date of the award. See Footnote 5 discussing the convertibility of vested LTIP Units. |
| F8 | The vested LTIP Units do not have an expiration date. |
| F9 | Each Performance Stock Unit ("Performance Stock Unit") award represents the right, upon achievement of certain specified performance-based vesting criteria, to receive up to two (2) shares of the Issuer's common stock. |
| F10 | Represents the target share amount that may be issued pursuant to such 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 number of Performance Stock Units awarded, based on achievement of a specified relative total stockholder returns. Assuming continued service through the vesting date and achievement of the specified performance-based vesting criteria, the Performance Stock Units, as adjusted, will generally vest on December 31, 2022. One-third of the Performance Stock Units granted in 2020 were eligible to vest (at up to 200% of target) based on performance during the first year of the performance period. |