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