0001104659-18-006611.txt : 20180205
0001104659-18-006611.hdr.sgml : 20180205
20180205200900
ACCESSION NUMBER: 0001104659-18-006611
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180116
FILED AS OF DATE: 20180205
DATE AS OF CHANGE: 20180205
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Welter Jeremy
CENTRAL INDEX KEY: 0001516834
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31775
FILM NUMBER: 18575905
MAIL ADDRESS:
STREET 1: 14185 DALLAS PARKWAY
STREET 2: SUITE 1100
CITY: DALLAS
STATE: TX
ZIP: 75254
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ASHFORD HOSPITALITY TRUST INC
CENTRAL INDEX KEY: 0001232582
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 861062192
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 14185 DALLAS PARKWAY SUITE 1100
CITY: DALLAS
STATE: TX
ZIP: 75254
BUSINESS PHONE: 9724909600
MAIL ADDRESS:
STREET 1: 14185 DALLAS PARKWAY SUITE 1100
CITY: DALLAS
STATE: TX
ZIP: 75254
4
1
a4.xml
4
X0306
4
2018-01-16
0
0001232582
ASHFORD HOSPITALITY TRUST INC
AHT
0001516834
Welter Jeremy
14185 DALLAS PARKWAY, SUITE 1100
DALLAS
TX
75254
0
1
0
0
EVP - Asset Management
Common Stock
2018-01-16
4
L
0
40.258
6.72
A
2295.258
D
Performance LTIP Units (2017)
0.00
2020-03-24
2020-03-24
Common Stock
237574.73
237574.73
D
Special Limited Partnership Units
0.00
Common Stock
436623.31
436623.31
D
Performance LTIP Units (2016)
0.00
2019-03-31
2019-03-31
Common Stock
157363.26
157363.26
D
Common Limited Partnership Units
0.00
Common Stock
253285.82
253285.82
D
Acquired through broker-sponsored automatic dividend reinvestment program. Reporting of such transaction was eligible for deferred reporting under Rule 16a-6. The Reporting Person has chosen to report such transaction early.
Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit (as defined below) subject to specified performance-based vesting criteria.
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 subject to the respective award. 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 March 31, 2019 (with respect to the 2016 Performance LTIP Unit award), and on March 24, 2020 (with respect to the 2017 Performance LTIP Unit award). See Footnote 4 discussing the convertibility of Vested LTIP Units.
Special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Units (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 9 discussing the convertibility of the Common Units.
Such LTIP Units vest in three (3) substantially equal installments on each of March 24, 2018, March 24, 2019 and March 24, 2020. See Footnote 4 discussing the convertibility of Vested LTIP Units.
Neither the Common Units nor the LTIP Units have an expiration date.
Reflects adjustment from number of units previously reported to give effect to the adoption of Amendment No. 5 to the Seventh Amended and Restated Agreement of Limited Partnership of the Subsidiary (the "Subsidiary Agreement Amendment"), which was adopted for the purpose of creating additional common partnership units of the Subsidiary and the recapitalization of the common partnership units so that the Conversion Factor (as defined in the Subsidiary Agreement Amendment) became 1.0.
Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person following the LTIP Units award reported herein, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes.
Common Limited Partnership Units of the Subsidiary ("Common Units"). 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.
Reflects the aggregate number of Common 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 Units.
/s/ Jeremy Welter
2018-02-05