SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ASHFORD HOSPITALITY TRUST INC

(Last)

(First)

(Middle)

14185 DALLAS PARKWAY SUITE 1100

(Street)

DALLAS

75254

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ashford Hospitality Prime, Inc. [ AHP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/08/2013		J⁽¹⁾		16,113,299	A	⁽¹⁾	16,113,399⁽²⁾	D
Common Stock	11/08/2013		J⁽³⁾		16,113,299	D	⁽³⁾	100	D
Common Stock	11/08/2013		J⁽⁴⁾		100	D	⁽⁴⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Limited Partnership Units	$0⁽⁵⁾	11/08/2013		J⁽⁵⁾		4,977,853.1		⁽⁵⁾	⁽⁵⁾	Common Stock⁽⁵⁾	4,977,853.1	⁽⁵⁾	4,977,853.1	I	By Ashford Hospitality Limited Partnership

Explanation of Responses:

1. The transaction reflects the Issuer's distribution of such shares to the Reporting Person, as consideration for the contribution of certain assets to the Issuer by the Reporting Person, to effectuate the separation of the Issuer from the Reporting Person.

2. Includes 100 shares of the Issuer's common stock previously reflected as indirectly owned by the Reporting Person, which were transferred to the Reporting Person on or about November 8, 2013.

3. On or about November 19, 2013, the Reporting Person will distribute all of the shares of common stock of the Issuer that it owns to the Reporting Person's common stockholders of record as of the close of business on November 8, 2013. The distribution will be made to such common stockholders on a pro rata basis by means of a share dividend pursuant to which each common stockholder of the Reporting Person will receive one share of Issuer common stock for every five shares of the Reporting Person's common stock held by such stockholder as of the close of business on November 8, 2013.

4. Reflects the redemption of One Hundred (100) shares of the Issuer's common stock from the Reporting Person for $1,000.

5. Limited Partnership Units ("Units") in Ashford Hospitality Prime Limited Partnership, the Issuer's operating subsidiary. These Units are convertible into cash or, at the option of the Issuer, shares of the Issuer's common stock on or after November 19, 2014. The Units will be held directly by Ashford Hospitality Limited Partnership, the Reporting Person's operating subsidiary, upon consummation of the separation of the Issuer from the Reporting Person scheduled to occur on November 19, 2013, and are being reported by the Reporting Person to reflect the Reporting Person's pecuniary interest in the Units held by Ashford Hospitality Limited Partnership. The Units have no expiration date.

	/s/ DAVID A. BROOKS, CHIEF OPERATING OFFICER	11/12/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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