| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | AINC | Common Stock | 253,350 | 15 Mar 2022 | Direct | F1 | |||||
| holding | AINC | Common Stock | 18,816 | 15 Mar 2022 | By MJB Operating, LP | ||||||
| holding | AINC | Common Stock | 118,290 | 15 Mar 2022 | By MJB Investments LP | ||||||
| holding | AINC | Common Stock | 62,116 | 15 Mar 2022 | By Dartmore LP | ||||||
| holding | AINC | Common Stock | 13,408 | 15 Mar 2022 | By Reserve, LP IV | ||||||
| holding | AINC | Common Stock | 8,918 | 15 Mar 2022 | By Reserve, LP III | ||||||
| holding | AINC | Common Stock | 10,598 | 15 Mar 2022 | By Ashford Financial Corporation | F2 |
| 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 | +48,170 | $0.000000 | 48,170 | 15 Mar 2022 | Common Stock | 48,170 | $45.00 | Texas Yarrow LLC - 2022 PS | F3, F4 | |
| transaction | AINC | Special Limited Partnership Units | Award | $0 | +38,853 | $0.000000 | 38,853 | 15 Mar 2022 | Common Stock | 38,853 | $0.000000 | Texas Yarrow LLC - 2022 PS | F5, F6, F7, F8 | |
| holding | AINC | Class 2 LTIP Units | 100,000 | 15 Mar 2022 | Common Stock | 100,000 | $45.59 | Texas Yarrow 2021 | ||||||
| holding | AINC | Class 2 LTIP Units | 50,000 | 15 Mar 2022 | Common Stock | 50,000 | $57.71 | Texas Yarrow 2021 | ||||||
| holding | AINC | Class 2 LTIP Units | 50,000 | 15 Mar 2022 | Common Stock | 50,000 | $57.34 | Texas Yarrow 2021 | ||||||
| holding | AINC | Stock Options (right to purchase) | 90,000 | 15 Mar 2022 | Common Stock | 90,000 | $61.12 | Direct | ||||||
| holding | AINC | Stock Options (right to purchase) | 77,206 | 15 Mar 2022 | Common Stock | 77,206 | $94.96 | Direct | ||||||
| holding | AINC | Stock Options (right to purchase) | 95,000 | 15 Mar 2022 | Common Stock | 95,000 | $85.97 | By MJB Operating, LP | ||||||
| holding | AINC | Series D Convertible Preferred Stock | 9,047,300 | 15 Mar 2022 | Common Stock | 1,924,957 | $0.2100 | By MJB Investments LP | F9 | |||||
| holding | AINC | Series D Convertible Preferred Stock | 80,000 | 15 Mar 2022 | Common Stock | 17,021 | $0.2100 | By Trust | F10 | |||||
| holding | AINC | Series D Convertible Preferred Stock | 152,000 | 15 Mar 2022 | Common Stock | 32,340 | $0.2100 | Direct | F11 | |||||
| holding | AINC | Common Units | 143 | 15 Mar 2022 | Common Stock | 143 | $0.000000 | By MJB Operating, LP | F8 | |||||
| holding | AINC | Common Units | 502 | 15 Mar 2022 | Common Stock | 502 | $0.000000 | By Dartmore LP | F8 | |||||
| holding | AINC | Common Units | 36 | 15 Mar 2022 | Common Stock | 36 | $0.000000 | By MJB Investments LP | F8 | |||||
| holding | AINC | Common Units | 109 | 15 Mar 2022 | Common Stock | 109 | $0.000000 | By Reserve, LP IV | F8, F12 | |||||
| holding | AINC | Common Units | 79 | 15 Mar 2022 | Common Stock | 79 | $0.000000 | By Reserve, LP III | F8 | |||||
| holding | AINC | Common Units | 93 | 15 Mar 2022 | Common Stock | 93 | $0.000000 | By Ashford Financial Corporation | F4, F8 | |||||
| holding | AINC | Stock Units under Deferred Compensation Plan | 195,579 | 15 Mar 2022 | Common Stock | 195,579 | Bennett Family Trust | F12 |
| Id | Content |
|---|---|
| F1 | On March 17, 2022, the Reporting Person filed a Form 4 reporting a grant of 38,853 restricted shares of the Issuer's common stock under the Issuer's 2014 Incentive Plan, as amended (the "Plan"). This Form 4 amendment is filed to properly report the grant instead as a grant under the Plan of 38,853 special long-term incentive partnership units ("LTIP Units") in the Issuer's subsidiary operating partnership, Ashford Hospitality Holdings LLC ("AHH"), that may ultimately be converted into shares of the Issuer's common stock on a 1-for-1 basis as described herein. Additionally, this Form 4 amendment is being filed to report an additional grant under the Plan of Class 2 Long-Term Incentive Partnership Units ("LTIP 2") in AHH, which can ultimately result in the issuance of Issuer common stock as described herein; that LTIP 2 grant was inadvertently omitted in the Form 4 filed on March 17, 2022. |
| F2 | LTIP 2s in AHH granted under the Plan. The LTIP 2s will vest on March 15, 2025, the third anniversary of the grant date on March 15, 2022. Each vested LTIP 2 can convert into a number of common limited partnership units of AHH ("Common Units"), based on the appreciation in a share of the Issuer's common stock over the issue price, but a vested LTIP 2 may only be so converted prior to the final conversion date of such LTIP 2. |
| F3 | LTIP Units, upon achieving parity with the Common Units, are in turn convertible into Common Units, 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. |
| F4 | Reflects the Reporting Person's pecuniary interest in such securities held directly by Ashford Financial Corporation, of which the Reporting Person is a shareholder. The Reporting Person disclaims any beneficial interest in any other Common Units (as defined below) or any shares of the Issuer's common stock (or securities convertible into shares of the Issuer's common stock) held directly or indirectly by Ashford Financial Corporation. |
| F5 | This LTIP Unit in AHH was granted to the Reporting Person under the Plan and is reported in lieu of the restricted stock grant previously reported by the Reporting Person on March 17, 2022. Vested LTIP Units, upon achieving parity with Common Units, are convertible into Common Units at the option of the Reporting Person. See Footnote 8 discussing the convertibility of Common Units. |
| F6 | The LTIP Unit awards reported herein were issued as an annual grant under the Plan. |
| F7 | Neither the LTIP Units nor the Common Units have an expiration date. |
| F8 | Common Units in AHH, 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. |
| F9 | Such 9,047,300 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 1,924,957 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 (the "Conversion Ratio"). |
| F10 | In connection with the transactions contemplated by the Combination Agreement, dated May 31, 2019, as amended (the "Combination Agreement"), among the Issuer, the Reporting Person, Archie Bennett, Jr., Remington Holdings, L.P., Remington Holdings GP, LLC, Project Management LLC, MJB Investments, L.P., Jeremy Welter, James L. Cowen, Ashford Nevada Holding Corp. and Ashford Merger Sub Inc., the 80,000 shares of Series B Convertible Preferred Stock beneficially owned by a trust for the benefit of one of the Reporting Person's minor children were converted on a one-for-one basis into 80,000 shares of Series D Convertible Preferred Stock. Such 80,000 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 17,021 shares of the Issuer's common stock at the Conversion Ratio. |
| F11 | In connection with the transactions contemplated by the Combination Agreement, the Reporting Person received 152,000 shares of Series D Convertible Preferred Stock. Such 152,000 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 32,340 shares of the Issuer's common stock at the Conversion Ratio. |
| F12 | Each Stock Unit entitles the Reporting Person to receive one share of the Issuer's common stock on the date (or dates) elected by the Reporting Person under the Ashford Inc. Amended and Restated Nonqualified Deferred Compensation Plan (originally adopted by Ashford Hospitality Trust, Inc., effective January 1, 2008) assumed by the Issuer, effective November 12, 2014. |