SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Ashford TRS Corp (Last) (First) (Middle) 14185 DALLAS PARKWAY SUITE 1100 (Street) DALLAS TX 75254 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/29/2013	3. Issuer Name and Ticker or Trading Symbol Ashford Hospitality Prime, Inc. [ AHP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	100	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Ashford TRS Corp (Last) (First) (Middle) 14185 DALLAS PARKWAY SUITE 1100 (Street) DALLAS TX 75254 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ASHFORD HOSPITALITY LP (Last) (First) (Middle) 14185 DALLAS PARKWAY SUITE 1100 (Street) DALLAS TX 75254 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ASHFORD HOSPITALITY TRUST INC (Last) (First) (Middle) 14185 DALLAS PARKWAY SUITE 1100 (Street) DALLAS TX 75254 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares are directly owned by Ashford TRS Corporation, a wholly-owned subsidiary of Ashford Hospitality Limited Partnership ("Ashford Trust OP"), and Ashford Hospitality Trust, Inc. ("Ashford Trust") is (through its wholly-owned subsidiary) the general partner of Ashford Trust OP. Ashford Trust OP and Ashford Trust join this Form 3 to reflect the indirect ownership of the shares of the Issuer as a result of the control of Ashford Trust OP and its general partner Ashford Trust over Ashford TRS Corporation.

	/s/ DAVID KIMICHIK, PRESIDENT OF ASHFORD TRS CORPORATION	10/29/2013
	/s/ DAVID A. BROOKS, VICE PRESIDENT OF ASHFORD OP GENERAL PARTNER INC., THE GENERAL PARTNER OF ASHFORD HOSPITALITY LIMITED PARTNERSHIP	10/29/2013
	/s/ DAVID A. BROOKS, COO OF ASHFORD HOSPITALITY TRUST INC.	10/29/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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