| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | BHR | Common Stock | 120K | Feb 24, 2023 | Direct | ||||||
| holding | BHR | Common Stock | 217K | Feb 24, 2023 | By MJB Investments, LP | ||||||
| holding | BHR | Common Stock | 17.8K | Feb 24, 2023 | By Reserve, LP IV | ||||||
| holding | BHR | Common Stock | 86.3K | Feb 24, 2023 | By Dartmore, LP | ||||||
| holding | BHR | Series E Redeemable Preferred Stock | 44.4K | Feb 24, 2023 | By MJB Investments, LP |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BHR | LTIP Units | Other | -$366K | -74.1K | -100% | $4.94 | 0 | Feb 24, 2023 | Common Stock | 0 | $0.00 | Direct | F1, F2, F3, F4, F5 |
| transaction | BHR | LTIP Units | Other | -$471K | -95.4K | -100% | $4.94 | 0 | Feb 24, 2023 | Common Stock | 0 | $0.00 | By MJB Operating, LP | F1, F2, F3, F4, F5 |
| transaction | BHR | Common Partnership Units | Other | -$1.2M | -243K | -100% | $4.94 | 0 | Feb 24, 2023 | Common Stock | 0 | $0.00 | Direct | F3, F9, F10, F11 |
| transaction | BHR | Common Partnership Units | Other | -$262K | -53.1K | -100% | $4.94 | 0 | Feb 24, 2023 | Common Stock | 0 | $0.00 | By MJB Operating, LP | F3, F9, F10, F11 |
| transaction | BHR | Common Partnership Units | Other | -$3.28M | -664K | -100% | $4.94 | 0 | Feb 24, 2023 | Common Stock | 0 | $0.00 | By Dartmore, LP | F3, F9, F10, F11 |
| transaction | BHR | Common Partnership Units | Other | -$229K | -46.4K | -100% | $4.94 | 0 | Feb 24, 2023 | Common Stock | 0 | $0.00 | By MJB Investments, LP | F3, F9, F10, F11 |
| transaction | BHR | Common Partnership Units | Other | -$711K | -144K | -100% | $4.94 | 0 | Feb 24, 2023 | Common Stock | 0 | $0.00 | By Reserve, LP IV | F3, F9, F10, F11 |
| transaction | BHR | Common Partnership Units | Other | -$513K | -104K | -100% | $4.94 | 0 | Feb 24, 2023 | Common Stock | 0 | $0.00 | By Reserve, LP III | F3, F9, F10, F11 |
| holding | BHR | LTIP Units | 118K | Feb 24, 2023 | Common Stock | 118K | $0.00 | Texas Yarrow 2021 | F1, F2, F3 | |||||
| holding | BHR | LTIP Units | 127K | Feb 24, 2023 | Common Stock | 127K | $0.00 | Texas Yarrow 2021 | F1, F2, F3, F4 | |||||
| holding | BHR | Performance LTIP Units (2022) | 456K | Feb 24, 2023 | Common Stock | 456K | $0.00 | Texas Yarrow LLC - 2022 PS | F6, F8 | |||||
| holding | BHR | Performance LTIP Units (2021) | 490K | Feb 24, 2023 | Common Stock | 490K | $0.00 | Texas Yarrow 2021 | F6, F7 | |||||
| holding | BHR | Common Partnership Units | 123K | Feb 24, 2023 | Common Stock | 123K | $0.00 | By Ashford Financial Corporation | F3, F9, F11, F12 |
| 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 9 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 9 discussing convertibility of Common Partnership Units. |
| F5 | On February 24, 2023, each vested LTIP Unit was converted into Common Limited Partnership Units of the Subsidiary ("Common Partnership Units") at the election of the Reporting Person on a one-for-one basis. Pursuant to a Notice of Exercise of Redemption Right (the "Redemption Notice"), the Reporting Person subsequently elected to redeem the Common Partnership Units and such redemption was settled in cash at the Issuer's election at a price per Common Partnership Unit based on the average of the closing price of the Issuer's Common Stock for the ten consecutive trading days ending on February 23, 2023, rounded to the nearest cent. |
| F6 | Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit subject to specified performance-based vesting criteria. |
| F7 | 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. |
| F8 | 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. |
| F9 | Common Partnership Units are redeemable for cash or, at the option of the Issuer, redeemable for shares of the Issuer's common stock on a 1-for-1 basis. |
| F10 | On February 24, 2023, pursuant to the Redemption Notice, the Reporting Person elected to redeem the Common Partnership Units and such redemption was settled in cash at the election of the Issuer at a price per Common Partnership Unit based on the average of the closing price of the Issuer's Common Stock for the ten consecutive trading days ending on February 23, 2023, rounded to the nearest cent. |
| F11 | 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 9 discussing the convertibility of the Common Partnership Units. |
| F12 | 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. |