Monty J. Bennett - Mar 22, 2024 Form 4 Insider Report for Ashford Inc. (AINC)

Signature
/s/ Monty J. Bennett
Stock symbol
AINC
Transactions as of
Mar 22, 2024
Transactions value $
$0
Form type
4
Date filed
3/26/2024, 04:31 PM
Previous filing
Mar 8, 2024
Next filing
Apr 16, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding AINC Common Stock 268K Mar 22, 2024 Direct
holding AINC Common Stock 4.66K Mar 22, 2024 By MJB Operating, LP
holding AINC Common Stock 118K Mar 22, 2024 By MJB Investments LP
holding AINC Common Stock 62.1K Mar 22, 2024 By Dartmore LP
holding AINC Common Stock 13.4K Mar 22, 2024 By Reserve, LP IV
holding AINC Common Stock 8.92K Mar 22, 2024 By Reserve, LP III
holding AINC Common Stock 10.6K Mar 22, 2024 By Ashford Financial Corporation
holding AINC Common Stock 15 Mar 22, 2024 By Spouse

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 AINC Special Limited Partnership Units (2024) Award $0 +37.6K $0.00 37.6K Mar 22, 2024 Common Stock 37.6K $0.00 Direct F1, F2, F3
holding AINC Special Limited Partnership Units (2023) 41.2K Mar 22, 2024 Common Stock 41.2K $0.00 Texas Yarrow LLC - 2023 PS F1, F2, F3
holding AINC Class 2 LTIP Units 100K Mar 22, 2024 Common Stock 100K $45.59 Texas Yarrow LLC - 2021 PS
holding AINC Class 2 LTIP Units 50K Mar 22, 2024 Common Stock 50K $57.71 Texas Yarrow LLC - 2021 PS
holding AINC Class 2 LTIP Units 50K Mar 22, 2024 Common Stock 50K $57.34 Texas Yarrow LLC - 2021 PS
holding AINC Class 2 LTIP Units 48.2K Mar 22, 2024 Common Stock 48.2K $45.00 Texas Yarrow LLC - 2022 PS F4
holding AINC Class 2 LTIP Units 90K Mar 22, 2024 Common Stock 90K $61.12 Texas Yarrow LLC - 2022 PS
holding AINC Class 2 LTIP Units 60K Mar 22, 2024 Common Stock 60K $85.97 Texas Yarrow LLC - 2022 PS
holding AINC Special Limited Partnership Units (2022) 38.9K Mar 22, 2024 Common Stock 38.9K $0.00 Texas Yarrow LLC - 2022 PS F1, F2, F3
holding AINC Stock Options (right to purchase) 77.2K Mar 22, 2024 Common Stock 77.2K $94.96 Direct
holding AINC Stock Options (right to purchase) 35K Mar 22, 2024 Common Stock 35K $85.97 By MJB Operating, LP
holding AINC Series D Convertible Preferred Stock 9.05M Mar 22, 2024 Common Stock 2.04M $0.21 By MJB Investments LP F5
holding AINC Series D Convertible Preferred Stock 80K Mar 22, 2024 Common Stock 18.1K $0.21 By Trust F6, F7
holding AINC Series D Convertible Preferred Stock 152K Mar 22, 2024 Common Stock 34.3K $0.21 Direct F8
holding AINC Common Units 143 Mar 22, 2024 Common Units 143 $0.00 By MJB Operating, LP F9
holding AINC Common Units 502 Mar 22, 2024 Common Units 502 $0.00 By Dartmore LP F9
holding AINC Common Units 35.9 Mar 22, 2024 Common Units 35.9 $0.00 By MJB Investments LP F9
holding AINC Common Units 109 Mar 22, 2024 Common Units 109 $0.00 By Reserve, LP IV F9, F10
holding AINC Common Units 78.7 Mar 22, 2024 Common Units 78.7 $0.00 By Reserve, LP III F9
holding AINC Common Units 93.2 Mar 22, 2024 Common Units 93.2 $0.00 By Ashford Financial Corporation F9
holding AINC Stock Units under Deferred Compensation Plan 196K Mar 22, 2024 Common Stock 196K Bennett Family Trust F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person received the LTIP Units pursuant to a grant from the Issuer under the Issuer's 2014 Incentive Plan, as amended (the "Plan"). Such shares vest in three (3) substantially equal installments on the first three (3) anniversaries following the date of grant.
F2 Vested LTIP Units, upon achieving parity with Common Units (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 9 discussing the convertibility of Common Units.
F3 Neither the LTIP Units nor the Common Units have an expiration date.
F4 Class 2 Long-Term Incentive Partnership Units ("LTIP 2") in Ashford Hospitality Holdings LLC ("AHH") granted under the Plan. The LTIP 2s will vest on March 15, 2025, the third anniversary of the grant date on March 15, 2022. Each vested LTIP 2 can convert into a number of common limited partnership units of AHH ("Common Units"), based on the appreciation in a share of the Issuer's common stock over the issue price, but a vested LTIP 2 may only be so converted prior to the final conversion date of such LTIP 2.
F5 Such 9,047,300 of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 2,041,788 shares of the Issuer's common stock (including 116,831 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) at a conversion ratio equal to the liquidation preference of a share of Series D Convertible Preferred Stock, par value $25.00, divided by $117.50, subject to adjustment (the "Conversion Ratio").
F6 In connection with the transactions contemplated by the Combination Agreement, dated May 31, 2019, as amended (the "Combination Agreement"), among the Issuer, the Reporting Person, Archie Bennett, Jr., Remington Holdings, L.P., Remington Holdings GP, LLC, Project Management LLC, MJB Investments, L.P., Jeremy Welter, James L. Cowen, Ashford Nevada Holding Corp. and Ashford Merger Sub Inc., the 80,000 shares of Series B Convertible Preferred Stock beneficially owned by a trust for the benefit of one of the Reporting Person's minor children were converted on a one-for-one basis into 80,000 shares of Series D Convertible Preferred Stock.
F7 Such 80,000 shares of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 18,054 shares of the Issuer's common stock (including 1,033 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) at the Conversion Ratio.
F8 In connection with the transactions contemplated by the Combination Agreement, the Reporting Person received 152,000 shares of Series D Convertible Preferred Stock. Such 152,000 shares of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 34,303 shares of the Issuer's common stock (including 1,963 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) at the Conversion Ratio.
F9 Common Units in AHH, the Issuer's operating subsidiary, owned by 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. The Common Units have no expiration date.
F10 Each Stock Unit entitles the Reporting Person to receive one share of the Issuer's common stock on the date (or dates) elected by the Reporting Person under the Ashford Inc. Amended and Restated Nonqualified Deferred Compensation Plan (originally adopted by Ashford Hospitality Trust, Inc., effective January 1, 2008) assumed by the Issuer, effective November 12, 2014.