Richard J. Stockton - Mar 3, 2023 Form 4 Insider Report for Braemar Hotels & Resorts Inc. (BHR)

Role: CEO and President
Signature: /s/ Richard J. Stockton
Stock symbol: BHR
Transactions as of: Mar 3, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/7/2023, 04:04 PM
Previous filing: Mar 15, 2022
Next filing: Mar 15, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	BHR	Common Stock						156K	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	BHR	Performance Stock Units (2023)	Award	$0	+176K		$0.00	176K	Mar 3, 2023	Common Stock	176K	$0.00	Direct	F6, F7, F8
holding	BHR	Performance LTIP Units (2022)						418K	Mar 3, 2023	Common Stock	418K	$0.00	Direct	F1, F2
holding	BHR	Performance LTIP Units (2021)						350K	Mar 3, 2023	Common Stock	350K	$0.00	Direct	F1, F2
holding	BHR	LTIP Units						175K	Mar 3, 2023	Common Stock	175K	$0.00	Direct	F3, F4, F5

* 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 units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"), subject to performance-based vesting criteria.
F2	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 grant) and December 31, 2024 (with respect to the 2022 grant). See Footnote 3 discussing the convertibility of vested LTIP Units.
F3	Represents LTIP Units in the Subsidiary. Vested LTIP Units, upon achieving parity with the Common Partnership Units, are convertible into Common Partnership Units at the option of the Reporting Person. "Common Partnership Units" are Common Limited Partnership Units of the Subsidiary and 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.
F4	The LTIP Units reported herein vest in three (3) equal installments over a three (3) year term from the date of the award. See Footnote 3 discussing the convertibility of vested LTIP Units.
F5	The vested LTIP Units do not have an expiration date.
F6	Each performance stock unit ("Performance Stock Unit") award represents the right, upon achievement of certain specified performance-based vesting criteria, to receive up to two (2) shares of the Issuer's common stock.
F7	The Reporting Person received the Performance Stock Units pursuant to a grant from the Issuer under the Issuer's Second Amended and Restated 2013 Equity Incentive Plan.
F8	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% of the target number of Performance Stock Units reported, 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 returns, the Performance Stock Units, as adjusted, will generally vest on December 31, 2025.