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