SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KESSLER DOUGLAS A

(Last)

(First)

(Middle)

14185 DALLAS PARKWAY

SUITE 1100

(Street)

DALLAS

75254

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ASHFORD HOSPITALITY TRUST INC [ AHT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/29/2015		A		139,094⁽¹⁾	A	$0⁽¹⁾	375,463	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Limited Partnership Units⁽²⁾	$0	01/29/2015		D			150,000	⁽²⁾	⁽²⁾	Common Stock⁽²⁾	139,094	$0⁽³⁾	869,017	D
Special Limited Partnership Units⁽⁴⁾	$0							⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	⁽⁴⁾		337,083⁽⁵⁾	D

Explanation of Responses:

1. Represents shares of common stock issued by the Issuer in connection with the Issuer's redemption of Common Units (as defined below) of Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). The number of shares issued was based on the redemption formula set forth in the Subsidiary's partnership agreement. The redemption of such Common Units was effected pursuant to the terms of a Rule 10b5-1 trading plan adopted by the Reporting Person.

2. Common Limited Partnership Units of the Subsidiary ("Common Units") held by the Reporting Person, which were previously acquired and reported as LTIP Units (as defined below) by the Reporting Person, but which have converted into Common Units. All Common Units are vested and currently redeemable for cash or, at the option of the Issuer, shares of the Issuer's common stock. Common Units have no expiration date. The redemption of the 150,000 Common Units reflected herein was effected pursuant to the terms of a Rule 10b5-1 trading plan adopted by the Reporting Person.

3. See Footnote 1.

4. Special long-term incentive partnership units of the Subsidiary ("LTIP Units") held by the Reporting Person. Vested LTIP Units, upon achieving parity with the 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, shares of the Issuer's common stock (based on the redemption formula set forth in the Subsidiary's partnership agreement). The LTIP Units were issued under one or more of the Issuer's stock incentive plans. The LTIP Units have no expiration date.

5. Includes all LTIP Units currently held by the Reporting Person, including LTIP Units that may or may not have achieved parity with the Common Units or may or may not be vested. Such number of LTIP Units does not include LTIP Units previously reported that have subsequently been converted into Common Units as discussed above.

	/s/ DOUGLAS A. KESSLER	01/29/2015
	** 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 4 (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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