0001104659-24-047798.txt : 20240416
0001104659-24-047798.hdr.sgml : 20240416
20240416162725
ACCESSION NUMBER: 0001104659-24-047798
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240415
FILED AS OF DATE: 20240416
DATE AS OF CHANGE: 20240416
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bennett Monty J
CENTRAL INDEX KEY: 0001260654
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36400
FILM NUMBER: 24848139
MAIL ADDRESS:
STREET 1: 14185 DALLAS PARKWAY
STREET 2: SUITE 1100
CITY: DALLAS
STATE: TX
ZIP: 75254
FORMER NAME:
FORMER CONFORMED NAME: BENNETT MONTGOMERY J
DATE OF NAME CHANGE: 20030820
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Ashford Inc.
CENTRAL INDEX KEY: 0001604738
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742]
ORGANIZATION NAME: 07 Trade & Services
IRS NUMBER: 465292553
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 14185 DALLAS PARKWAY
STREET 2: SUITE 1100
CITY: DALLAS
STATE: TX
ZIP: 75254
BUSINESS PHONE: (972) 490-9600
MAIL ADDRESS:
STREET 1: 14185 DALLAS PARKWAY
STREET 2: SUITE 1100
CITY: DALLAS
STATE: TX
ZIP: 75254
FORMER COMPANY:
FORMER CONFORMED NAME: Ashford Inc
DATE OF NAME CHANGE: 20140403
4
1
tm2411973-1_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2024-04-15
0
0001604738
Ashford Inc.
AINC
0001260654
Bennett Monty J
14185 DALLAS PARKWAY
SUITE 1200
DALLAS
TX
75254
1
1
1
0
CEO and Chairman of the Board
0
Common Stock
2024-04-15
4
P
0
200000
4.91
A
467504
D
Common Stock
132927
I
By MJB Investments LP
Common Stock
62116
I
By Dartmore LP
Common Stock
12351
I
By Reserve, LP IV
Common Stock
10597.5
I
By Ashford Financial Corporation
Common Stock
15
I
By Spouse
Special Limited Partnership Units (2024)
0.00
Common Stock
37640
37640
I
Texas Yarrow LLC - 2024 PS
Special Limited Partnership Units (2023)
0.00
Common Stock
41174
41174
I
Texas Yarrow LLC - 2023 PS
Class 2 LTIP Units
45.59
2019-03-31
2026-03-31
Common Stock
100000
100000
I
Texas Yarrow LLC - 2021 PS
Class 2 LTIP Units
57.71
2020-10-03
2027-10-03
Common Stock
50000
50000
I
Texas Yarrow LLC - 2021 PS
Class 2 LTIP Units
57.34
2020-04-18
2027-04-18
Common Stock
50000
50000
I
Texas Yarrow LLC - 2021 PS
Class 2 LTIP Units
45
2025-03-15
2032-03-15
Common Stock
48170
48170
I
Texas Yarrow LLC - 2022 PS
Class 2 LTIP Units
61.12
2022-02-27
2029-02-27
Common Stock
90000
90000
I
Texas Yarrow LLC - 2022 PS
Class 2 LTIP Units
85.97
2017-12-11
2025-12-11
Common Stock
60000
60000
I
Texas Yarrow LLC - 2022 PS
Special Limited Partnership Units (2022)
0.00
Common Stock
38853
38853
I
Texas Yarrow LLC - 2022 PS
Stock Options (right to purchase)
94.96
2021-03-14
2028-03-14
Common Stock
77206
77206
D
Stock Options (right to purchase)
85.97
2017-12-11
2025-12-11
Common Stock
35000
35000
I
By MJB Operating, LP
Series D Convertible Preferred Stock
0.21
Common Stock
2042347
9047300
I
By MJB Investments LP
Series D Convertible Preferred Stock
0.21
Common Stock
18059
80000
I
By Trust
Series D Convertible Preferred Stock
0.21
Common Stock
34313
152000
D
Common Units
0.00
Common Units
143.04
143.04
I
By MJB Operating, LP
Common Units
0.00
Common Units
501.6
501.6
I
By Dartmore LP
Common Units
0.00
Common Units
35.91
35.91
I
By MJB Investments LP
Common Units
0.00
Common Units
109.24
109.24
I
By Reserve, LP IV
Common Units
0.00
Common Units
78.67
78.67
I
By Reserve, LP III
Common Units
0.00
Common Units
93.18
93.18
I
By Ashford Financial Corporation
Stock Units under Deferred Compensation Plan
Common Stock
195579
195579
I
Bennett Family Trust
The price reported in Column 4 is a weighted average price, rounded to the nearest cent. These shares were purchased in multiple transactions at prices ranging from $4.75 to $4.98, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
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.
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 10 discussing the convertibility of Common Units.
Neither the LTIP Units nor the Common Units have an expiration date.
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.
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 2,042,347 shares of the Issuer's common stock (including 117,390 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").
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.
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 18,059 shares of the Issuer's common stock (including 1,038 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) at the Conversion Ratio.
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 34,313 shares of the Issuer's common stock (including 1,972 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) at the Conversion Ratio.
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.
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.
/s/ Monty J. Bennett
2024-04-16