0000909143-17-000078.txt : 20171109 0000909143-17-000078.hdr.sgml : 20171109 20171109170432 ACCESSION NUMBER: 0000909143-17-000078 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170417 FILED AS OF DATE: 20171109 DATE AS OF CHANGE: 20171109 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: 001-35972 FILM NUMBER: 171191762 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 Prime, Inc. CENTRAL INDEX KEY: 0001574085 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 462488594 STATE OF INCORPORATION: MD 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 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2017-04-17 0 0001574085 Ashford Hospitality Prime, Inc. AHP 0001516834 Welter Jeremy 14185 DALLAS PARKWAY SUITE 1100 DALLAS TX 75254 0 1 0 0 EVP - Asset Management Common Stock 2017-04-17 4 L 0 7.962 10.91 A 550.962 D Common Stock 2017-07-17 4 L 0 8.506 10.36 A 559.468 D Common Stock 2017-10-16 4 L 0 8.693 10.3 A 568.161 D Common Stock 2017-11-07 4 P 0 7136 8.93 A 7704.161 D Common Stock 2017-11-07 4 P 0 1625 8.92 A 9329.161 D COmmon Stock 2017-11-07 4 P 0 1543 8.9 A 10872.161 D Common Stock 2017-11-07 4 P 0 1869 8.8897 A 12741.161 D Common Stock 2017-11-07 4 P 0 7827 8.87 A 20568.161 D LTIP Performance Units (2017) 0 2019-12-31 2019-12-31 Common Stock 45249 45249 D LTIP Units 0 Common Stock 33552 33552 D Performance Stock Units 0 2018-12-31 2018-12-31 Common Stock 28329 28329 D Performance LTIP Units (2015) 0 2017-12-31 2017-12-31 Common Stock 54768 54768 D Common Partnership Units 0 2016-07-27 Common Stock 106741.7 106741.7 D Acquired through broker-sponsored automatic dividend reinvestment program. Each performance LTIP Unit ("Performance LTIP Unit") awards represents an LTIP Unit (as defined below) subject to performance-based vesting criteria. Each Performance Stock Unit ("Performance Stock Unit") award represents the right, upon achievement of certain specified performance-based vesting criteria, to receive up to two (2) shares of the Issuer's common stock. Special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Prime Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Partnership Units (as defined below) are convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 5 discussing convertibility of Common Partnership Units. Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"). Common Partnership 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. Represents the target share amount that may be issued pursuant to such award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 200% of the number of Performance Stock Units awarded, based on achievement of a specified relative total stockholder returns. Assuming continued service through the vesting date and achievement of the specified performance-based vesting criteria, the Performance Stock Units, as adjusted, will generally vest on December 31, 2018. 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 for such 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 a specified relative total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative total stockholder return, the Performance LTIP Units, as adjusted, will generally vest on December 31, 2017 (with respect to the 2015 grant) and December 31, 2019 (with respect to the 2017 grant - reported herein). See Footnote 4 discussing the convertibility of vested LTIP Units. The LTIP Units vest and are convertible in three equal installments on 4/27/2018, 4/27/2019 and 4/27/2020, respectively. See Footnote 4 discussing the convertibility of vested LTIP Units. Reflects the aggregate number of LTIP Units held by the Reporting Person. Such LTIP Units may have different grant and vesting dates and include those which (i) may have achieved parity with the Common Partnership Units, (ii) have not yet achieved parity with the Common Partnership Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes. See Footnote 4 discussing convertibility of LTIP Units and Footnote 5 discussing convertibility of Common Partnership Units. Reflects the aggregate number of Common Partnership Units currently held 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 5 discussing the convertibility of the Common Partnership Units. Neither the Common Partnership Units nor vested LTIP Units (including any LTIP Units awarded upon achievement of the specified performance criteria relating to vested Performance LTIP Units) have an expiration date. /s/ JEREMY WELTER 2017-11-09