Monty J. Bennett - Mar 15, 2022 Form 4/A - Amendment Insider Report for Ashford Inc. (AINC)

Role
CEO and Chairman of the Board, Director, 10%+ Owner
Signature
/s/ Monty J. Bennett
Stock symbol
AINC
Transactions as of
Mar 15, 2022
Transactions value $
$0
Form type
4/A - Amendment
Date filed
4/6/2022, 09:02 PM
Date Of Original Report
Mar 17, 2022
Previous filing
Dec 19, 2022
Next filing
May 18, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding AINC Common Stock 253K Mar 15, 2022 Direct F1
holding AINC Common Stock 18.8K Mar 15, 2022 By MJB Operating, LP
holding AINC Common Stock 118K Mar 15, 2022 By MJB Investments LP
holding AINC Common Stock 62.1K Mar 15, 2022 By Dartmore LP
holding AINC Common Stock 13.4K Mar 15, 2022 By Reserve, LP IV
holding AINC Common Stock 8.92K Mar 15, 2022 By Reserve, LP III
holding AINC Common Stock 10.6K Mar 15, 2022 By Ashford Financial Corporation F2

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 AINC Class 2 LTIP Units Award $0 +48.2K $0.00 48.2K Mar 15, 2022 Common Stock 48.2K $45.00 Texas Yarrow LLC - 2022 PS F3, F4
transaction AINC Special Limited Partnership Units Award $0 +38.9K $0.00 38.9K Mar 15, 2022 Common Stock 38.9K $0.00 Texas Yarrow LLC - 2022 PS F5, F6, F7, F8
holding AINC Class 2 LTIP Units 100K Mar 15, 2022 Common Stock 100K $45.59 Texas Yarrow 2021
holding AINC Class 2 LTIP Units 50K Mar 15, 2022 Common Stock 50K $57.71 Texas Yarrow 2021
holding AINC Class 2 LTIP Units 50K Mar 15, 2022 Common Stock 50K $57.34 Texas Yarrow 2021
holding AINC Stock Options (right to purchase) 90K Mar 15, 2022 Common Stock 90K $61.12 Direct
holding AINC Stock Options (right to purchase) 77.2K Mar 15, 2022 Common Stock 77.2K $94.96 Direct
holding AINC Stock Options (right to purchase) 95K Mar 15, 2022 Common Stock 95K $85.97 By MJB Operating, LP
holding AINC Series D Convertible Preferred Stock 9.05M Mar 15, 2022 Common Stock 1.92M $0.21 By MJB Investments LP F9
holding AINC Series D Convertible Preferred Stock 80K Mar 15, 2022 Common Stock 17K $0.21 By Trust F10
holding AINC Series D Convertible Preferred Stock 152K Mar 15, 2022 Common Stock 32.3K $0.21 Direct F11
holding AINC Common Units 143 Mar 15, 2022 Common Stock 143 $0.00 By MJB Operating, LP F8
holding AINC Common Units 502 Mar 15, 2022 Common Stock 502 $0.00 By Dartmore LP F8
holding AINC Common Units 35.9 Mar 15, 2022 Common Stock 35.9 $0.00 By MJB Investments LP F8
holding AINC Common Units 109 Mar 15, 2022 Common Stock 109 $0.00 By Reserve, LP IV F8, F12
holding AINC Common Units 78.7 Mar 15, 2022 Common Stock 78.7 $0.00 By Reserve, LP III F8
holding AINC Common Units 93.2 Mar 15, 2022 Common Stock 93.2 $0.00 By Ashford Financial Corporation F4, F8
holding AINC Stock Units under Deferred Compensation Plan 196K Mar 15, 2022 Common Stock 196K Bennett Family Trust F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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.