Deric S. Eubanks - Mar 6, 2024 Form 4 Insider Report for Braemar Hotels & Resorts Inc. (BHR)

Signature
/s/ Deric S. Eubanks
Stock symbol
BHR
Transactions as of
Mar 6, 2024
Transactions value $
-$139,367
Form type
4
Date filed
3/8/2024, 05:52 PM
Previous filing
Mar 6, 2024
Next filing
Mar 19, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BHR Common Stock Options Exercise +224K +193.79% 340K Mar 6, 2024 Direct F1
transaction BHR Common Stock Award +25.9K +7.64% 366K Mar 6, 2024 Direct F2
transaction BHR Common Stock Tax liability -$139K -60.9K -16.65% $2.29 305K Mar 6, 2024 Direct F3, F4
holding BHR Common Stock 533 Mar 6, 2024 By spouse's IRA

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 (2021) Award +112K +100% 224K Mar 6, 2024 Common Stock 224K $0.00 Direct F1, F5
transaction BHR Performance Stock Units (2021) Options Exercise -224K -100% 0 Mar 6, 2024 Common Stock 0 $0.00 Direct F1, F5
holding BHR Performance LTIP Units (2022) 202K Mar 6, 2024 Common Stock 202K $0.00 Direct F6, F7
holding BHR Performance Stock Units (2023) 88.7K Mar 6, 2024 Common Stock 88.7K $0.00 Direct F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Represents dividend equivalent rights that accrued on a Performance Stock Unit award pursuant to the dividend reinvestment feature of the award. Each dividend equivalent right is the economic equivalent of one share of the Issuer's common stock and is settled in common stock.
F3 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 award of dividend equivalent rights and the vesting of Performance Stock Units, restricted stock and common stock held by the Reporting Person.
F4 Represents the closing price of the common stock on February 26, 2024, the last trading day before the date of forfeiture.
F5 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).
F6 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.
F7 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.