Mark Nunneley - Mar 15, 2023 Form 4 Insider Report for Braemar Hotels & Resorts Inc. (BHR)

Role: Chief Accounting Officer
Signature: /s/ Mark Nunneley
Stock symbol: BHR
Transactions as of: Mar 15, 2023
Transactions value $: -$23,015
Form type: 4
Date filed: 3/17/2023, 04:31 PM
Previous filing: Mar 15, 2023
Next filing: Jan 2, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BHR	Common Stock	Tax liability	-$23K	-5.3K	-1.8%	$4.34	289K	Mar 15, 2023	Direct	F1, F2
holding	BHR	Series E Redeemable Preferred Stock						18K	Mar 15, 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
holding	BHR	Performance Stock Units (2021)						65.3K	Mar 15, 2023	Common Stock	65.3K	$0.00	Direct	F3, F4
holding	BHR	Performance LTIP Units (2022)						117K	Mar 15, 2023	Common Stock	117K	$0.00	JoyceMadgra LLC	F5, F6
holding	BHR	Performance Stock Units (2023)						51.1K	Mar 15, 2023	Common Stock	51.1K	$0.00	Direct	F3, F4

* 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 tax-withholding obligations 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 14, 2023, the last trading day before the date of forfeiture.
F3	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.
F4	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, 2023 (with respect to the 2021 grant) and December 31, 2025 (with respect to the 2023 grant).
F5	Each performance LTIP unit ("Performance LTIP Unit") award represents a special long-term incentive partnership unit ("LTIP Unit") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary, subject to specified performance-based vesting criteria.
F6	Represents the maximum number of LTIP Units that may vest pursuant to such award 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 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. Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units ("Common Units"), are convertible into Common Units at the option of 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.