Richard J. Stockton - Mar 6, 2024 Form 4 Insider Report for Braemar Hotels & Resorts Inc. (BHR)

Signature
/s/ Richard J. Stockton
Stock symbol
BHR
Transactions as of
Mar 6, 2024
Transactions value $
$0
Form type
4
Date filed
3/8/2024, 05:58 PM
Previous filing
Sep 27, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BHR Common Stock 190K Mar 6, 2024 Direct
holding BHR Series B Preferred Stock 8.15K Mar 6, 2024 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 LTIP Units (2021) Options Exercise -350K -100% 0 Mar 6, 2024 Common Stock 0 $0.00 Direct F1
transaction BHR LTIP Units Options Exercise $0 +350K +200% $0.00 525K Mar 6, 2024 Common Stock 350K $0.00 Direct F3, F4, F5
transaction BHR Common Partnership Units Award $0 +40.5K $0.00 40.5K Mar 6, 2024 Common Stock 40.5K $0.00 Direct F5, F8, F9, F10
holding BHR Performance LTIP Units (2022) 418K Mar 6, 2024 Common Stock 418K $0.00 Direct F1, F2
holding BHR Performance Stock Units (2023) 176K Mar 6, 2024 Common Stock 176K $0.00 Direct F6, 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 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 Neither the Common Partnership Units nor vested LTIP Units (including any LTIP Units awarded upon achievement of the specified performance criteria relating to vested Performance LTIP Units) 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 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.
F8 Reflects the aggregate number of Common Partnership Units currently held directly or indirectly, as noted, by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 9 discussing the convertibility of the Common Partnership Units.
F9 Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"). Common Partnership Units are redeemable for cash or, at the option of the Issuer, redeemable for shares of the Issuer's common stock on a 1-for-1 basis.
F10 Represents dividend equivalent rights that accrued on a Performance LTIP Unit award pursuant to the dividend reinvestment feature of the award.