Mark Nunneley - Mar 13, 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 13, 2023
Transactions value $: -$155
Form type: 4
Date filed: 3/15/2023, 04:32 PM
Previous filing: Mar 7, 2023
Next filing: Mar 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AHT	Common Stock	Tax liability	-$155	-41	-0.35%	$3.78	11.6K	Mar 13, 2023	Direct	F1, F2

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	AHT	Performance LTIP Units (2023)						63.3K	Mar 13, 2023	Common Stock	63.3K	$0.00	Direct	F3, F4
holding	AHT	Performance LTIP Units (2022)						124K	Mar 13, 2023	Common Stock	124K	$0.00	JoyceMadgra LLC	F3, F4
holding	AHT	Common Limited Partnership Units						4.72K	Mar 13, 2023	Common Stock		$0.00	Direct	F5, F6, F7
holding	AHT	Performance Stock Units (2021)						12.2K	Mar 13, 2023	Common Stock	12.2K	$0.00	Direct	F8

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

Explanation of Responses:

Id	Content
F1	Represents shares of common stock forfeited to the Issuer to satisfy certain tax-withholding obligations of the Reporting Person arising as a result of the vesting of restricted stock held by the Reporting Person.
F2	Represents the closing price of the common stock on March 10, 2023, the last trading day before the date of forfeiture.
F3	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.
F4	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 5 discussing the convertibility of the Common Units.
F5	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.
F6	The Common Units do not have an expiration date.
F7	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 5 discussing the convertibility of the Common Units.
F8	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.