J. Robison Hays III - May 16, 2022 Form 4 Insider Report for ASHFORD HOSPITALITY TRUST INC (AHT)

Signature
/s/ J. Robison Hays, III
Stock symbol
AHT
Transactions as of
May 16, 2022
Transactions value $
-$37,325
Form type
4
Date filed
5/18/2022, 05:25 PM
Previous filing
Mar 15, 2022
Next filing
Jul 8, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AHT Common Stock Tax liability -$37.3K -7.12K -6.48% $5.24 103K May 16, 2022 Direct F1, 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
holding AHT Performance Stock Units (2021) 42.8K May 16, 2022 Common Stock 42.8K $0.00 Direct F3, F4
holding AHT Performance Stock Units (2020) 1K May 16, 2022 Common Stock 1K $0.00 Direct F3, F4
holding AHT Performance LTIP Units (2022) 378K May 16, 2022 Common Stock 378K $0.00 Direct F5, F6
holding AHT Common Limited Partnership Units 4.68K May 16, 2022 Common Stock 4.68K $0.00 Direct F7, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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 May 13, 2022, the last trading day before the date of forfeiture.
F3 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.
F4 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).
F5 Each performance LTIP unit ("Performance LTIP Unit") award represents a special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary") subject to specified performance-based vesting criteria.
F6 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 8 discussing the convertibility of vested LTIP Units.
F7 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.
F8 The Common Units do not have an expiration date.
F9 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 8 discussing the convertibility of the Common Units.