Mark Nunneley - Mar 3, 2023 Form 4 Insider Report for ASHFORD HOSPITALITY TRUST INC (AHT)

Role: Chief Accounting Officer
Signature: /s/ Mark Nunneley
Stock symbol: AHT
Transactions as of: Mar 3, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/7/2023, 04:02 PM
Previous filing: Jul 8, 2022
Next filing: Mar 15, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	AHT	Common Stock						11.6K	Mar 3, 2023	Direct

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	AHT	Performance LTIP Units (2023)	Award	$0	+63.3K		$0.00	63.3K	Mar 3, 2023	Common Stock	63.3K	$0.00	Direct	F1, F2, F3
holding	AHT	Performance LTIP Units (2022)						124K	Mar 3, 2023	Common Stock	124K	$0.00	JoyceMadgra LLC	F1, F3
holding	AHT	Common Limited Partnership Units						4.72K	Mar 3, 2023	Common Stock		$0.00	Direct	F4, F5, F6
holding	AHT	Performance Stock Units (2021)						12.2K	Mar 3, 2023	Common Stock	12.2K	$0.00	Direct	F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each performance LTIP unit ("Performance LTIP Unit") award represents a special long-term incentive partnership unit ("LTIP Unit") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"), subject to specified performance-based vesting criteria.
F2	The Reporting Person received the Performance LTIP Units and LTIP Units awards reported herein under the Issuer's 2021 Stock Incentive Plan.
F3	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 (with respect to the 2022 grant) and December 31, 2025 (with respect to the 2023 grant). Vested LTIP Units, upon achieving parity with the Common Units (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 4 discussing the convertibility of the Common Units.
F4	Common Limited Partnership Units ("Common Units") of the Subsidiary. 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.
F5	The Common Units do not have an expiration date.
F6	Reflects aggregate number of Common Units currently held by the Reporting Person, some of which have been converted from special long-term incentive partnership units of the Subsidiary by the Reporting Person. See Footnote 4 discussing the convertibility of the Common Units.
F7	Each performance stock unit ("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.