Monty J. Bennett - May 17, 2022 Form 4 Insider Report for Braemar Hotels & Resorts Inc. (BHR)

Role
Director
Signature
/s/ Monty J. Bennett
Stock symbol
BHR
Transactions as of
May 17, 2022
Transactions value $
$999,990
Form type
4
Date filed
5/18/2022, 05:26 PM
Previous filing
Apr 6, 2022
Next filing
Jul 8, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BHR Series E Redeemable Preferred Stock Purchase $1M +44.4K $22.50 44.4K May 17, 2022 By MJB Investments, LP
holding BHR Common Stock 123K May 17, 2022 Direct
holding BHR Common Stock 217K May 17, 2022 By MJB Investments, LP
holding BHR Common Stock 17.8K May 17, 2022 By Reserve, LP IV
holding BHR Common Stock 86.3K May 17, 2022 By Dartmore, LP

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 BHR LTIP Units 118K May 17, 2022 Common Stock 118K $0.00 Texas Yarrow 2021 F1, F2, F3
holding BHR LTIP Units 127K May 17, 2022 Common Stock 127K $0.00 Texas Yarrow 2021 F1, F2, F3, F4
holding BHR LTIP Units 74.1K May 17, 2022 Common Stock 74.1K $0.00 Direct F1, F2, F3, F4
holding BHR LTIP Units 95.4K May 17, 2022 Common Stock 95.4K $0.00 By MJB Operating, LP F1, F2, F3, F4
holding BHR Performance LTIP Units (2022) 456K May 17, 2022 Common Stock 456K $0.00 Texas Yarrow LLC - 2022 PS F5, F7
holding BHR Performance LTIP Units (2021) 490K May 17, 2022 Common Stock 490K $0.00 Texas Yarrow 2021 F5, F6
holding BHR Performance Stock Units (2020) 70K May 17, 2022 Common Stock 70K $0.00 Direct F4, F5
holding BHR Common Partnership Units 296K May 17, 2022 Common Stock 296K $0.00 By MJB Operating, LP F3, F8, F9
holding BHR Common Partnership Units 664K May 17, 2022 Common Stock 664K $0.00 By Dartmore, LP F3, F8, F9
holding BHR Common Partnership Units 123K May 17, 2022 Common Stock 123K $0.00 By Ashford Financial Corporation F3, F8, F9, F10
holding BHR Common Partnership Units 46.4K May 17, 2022 Common Stock 46.4K $0.00 By MJB Investments, LP F3, F8, F9
holding BHR Common Partnership Units 144K May 17, 2022 Common Stock 144K $0.00 By Reserve, LP IV F3, F8, F9
holding BHR Common Partnership Units 104K May 17, 2022 Common Stock 104K $0.00 By Reserve, LP III F3, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Partnership Units (as defined below) are convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 8 discussing convertibility of Common Partnership Units.
F2 The LTIP Units reported herein vest and are convertible in three (3) equal installments over a three (3) year term from the date of the award. See Footnote 1 discussing the convertibility of vested LTIP Units.
F3 Neither the Common Partnership Units nor vested LTIP Units (including any LTIP Units awarded upon achievement of the specified performance criteria relating to vested Performance LTIP Units) have an expiration date.
F4 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 Partnership Units, (ii) have not yet achieved parity with the Common Partnership Units, (iii) are currently vested or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes. See Footnote 1 discussing convertibility of LTIP Units and Footnote 8 discussing convertibility of Common Partnership Units.
F5 Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit subject to specified performance-based vesting criteria.
F6 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.
F7 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 1 discussing the convertibility of vested LTIP Units.
F8 Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"). Common Partnership 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.
F9 Reflects the aggregate number of Common Partnership 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 Partnership Units.
F10 The Common Partnership Units reflected as beneficially owned indirectly through Ashford Financial Corporation reflect only the Reporting Person's pecuniary interest in all Common Partnership Units owned by such entity. The Reporting Person hereby disclaims interest in all other securities of the Issuer or the Subsidiary owned directly by such entity.