| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | AINC | Common Stock | 253K | Jul 7, 2022 | Direct | ||||||
| holding | AINC | Common Stock | 18.8K | Jul 7, 2022 | By MJB Operating, LP | ||||||
| holding | AINC | Common Stock | 118K | Jul 7, 2022 | By MJB Investments LP | ||||||
| holding | AINC | Common Stock | 62.1K | Jul 7, 2022 | By Dartmore LP | ||||||
| holding | AINC | Common Stock | 13.4K | Jul 7, 2022 | By Reserve, LP IV | ||||||
| holding | AINC | Common Stock | 8.92K | Jul 7, 2022 | By Reserve, LP III | ||||||
| holding | AINC | Common Stock | 10.6K | Jul 7, 2022 | By Ashford Financial Corporation | F1 |
| 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 | +90K | $0.00 | 90K | Jul 7, 2022 | Common Stock | 90K | $61.12 | Direct | F2, F3 | |
| transaction | AINC | Class 2 LTIP Units | Award | $0 | +60K | $0.00 | 60K | Jul 7, 2022 | Common Stock | 60K | $85.97 | By MJB Operating, LP | F2, F3 | |
| transaction | AINC | Stock Options (right to purchase) | Disposed to Issuer | $0 | -90K | -100% | $0.00* | 0 | Jul 7, 2022 | Common Stock | 0 | $61.12 | Direct | F5 |
| transaction | AINC | Stock Options (right to purchase) | Disposed to Issuer | $0 | -95K | -100% | $0.00* | 0 | Jul 7, 2022 | Common Stock | 0 | $85.97 | By MJB Operating, LP | F5, F6 |
| transaction | AINC | Stock Options (right to purchase) | Award | $0 | +35K | $0.00 | 35K | Jul 7, 2022 | Common Stock | 35K | $85.97 | By MJB Operating, LP | F6 | |
| holding | AINC | Class 2 LTIP Units | 100K | Jul 7, 2022 | Common Stock | 100K | $45.59 | Texas Yarrow 2021 | ||||||
| holding | AINC | Class 2 LTIP Units | 50K | Jul 7, 2022 | Common Stock | 50K | $57.71 | Texas Yarrow 2021 | ||||||
| holding | AINC | Class 2 LTIP Units | 50K | Jul 7, 2022 | Common Stock | 50K | $57.34 | Texas Yarrow 2021 | ||||||
| holding | AINC | Class 2 LTIP Units | 48.2K | Jul 7, 2022 | Common Stock | 48.2K | $45.00 | Texas Yarrow LLC - 2022 PS | ||||||
| holding | AINC | Special Limited Partnership Units | 38.9K | Jul 7, 2022 | Common Stock | 38.9K | $0.00 | Texas Yarrow LLC - 2022 PS | F3, F4 | |||||
| holding | AINC | Stock Options (right to purchase) | 77.2K | Jul 7, 2022 | Common Stock | 77.2K | $94.96 | Direct | ||||||
| holding | AINC | Series D Convertible Preferred Stock | 9.05M | Jul 7, 2022 | Common Stock | 1.92M | $0.21 | By MJB Investments LP | F7 | |||||
| holding | AINC | Series D Convertible Preferred Stock | 80K | Jul 7, 2022 | Common Stock | 17K | $0.21 | By Trust | F8, F9 | |||||
| holding | AINC | Series D Convertible Preferred Stock | 152K | Jul 7, 2022 | Common Stock | 32.3K | $0.21 | Direct | F9 | |||||
| holding | AINC | Common Units | 143 | Jul 7, 2022 | Common Stock | 143 | $0.00 | By MJB Operating, LP | F10 | |||||
| holding | AINC | Common Units | 502 | Jul 7, 2022 | Common Stock | 502 | $0.00 | By Dartmore LP | F10 | |||||
| holding | AINC | Common Units | 35.9 | Jul 7, 2022 | Common Stock | 35.9 | $0.00 | By MJB Investments LP | F10 | |||||
| holding | AINC | Common Units | 109 | Jul 7, 2022 | Common Stock | 109 | $0.00 | By Reserve, LP IV | F10, F11 | |||||
| holding | AINC | Common Units | 78.7 | Jul 7, 2022 | Common Stock | 78.7 | $0.00 | By Reserve, LP III | F10 | |||||
| holding | AINC | Common Units | 93.2 | Jul 7, 2022 | Common Stock | 93.2 | $0.00 | By Ashford Financial Corporation | F10 | |||||
| holding | AINC | Stock Units under Deferred Compensation Plan | 196K | Jul 7, 2022 | Common Stock | 196K | Bennett Family Trust | F11 |
| Id | Content |
|---|---|
| F1 | Class 2 Long-Term Incentive Partnership Units ("LTIP 2") in Ashford Hospitality Holdings LLC ("AHH") granted under the Issuer's 2014 Incentive Plan, as amended (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. |
| F2 | This LTIP 2 in AHH, was granted to the Reporting Person under the Plan as a substitute award for the corresponding stock option voluntarily forfeited by the Reporting Person, as described herein. The LTIP 2s vest on the same schedule as the applicable forfeited option (and so were vested upon grant) and are intended to replicate the economics of each such option; therefore, each vested LTIP 2 can convert into a number of LTIPs in AHH based on the appreciation in a share of the Issuer's common stock over the initial exercise price of the applicable forfeited option, but a vested LTIP 2 may only be so converted prior to the final conversion date of such LTIP 2 (which is the same as the expiration date of the applicable forfeited option). |
| F3 | Vested LTIP Units, upon achieving parity with Common Units, are convertible into Common Units at the option of the Reporting Person. See Footnote 7 discussing the convertibility of Common Units. |
| F4 | Neither the LTIP Units nor the Common Units have an expiration date. |
| F5 | This stock option was voluntarily forfeited by the Reporting Person in exchange for LTIP 2s, as described in Footnote 2. |
| F6 | The reported transaction involves an amendment of an outstanding option originally granted on December 11, 2014 (the "Former Award"), resulting in the deemed cancellation of the Former Award and the grant of a replacement option. |
| F7 | 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. |
| F8 | 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"). |
| F9 | 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. |
| F10 | 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. |
| F11 | 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. |