UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Ashford Hospitality Prime, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

044102 10 1

(CUSIP Number)

Montgomery J. Bennett

14185 Dallas Parkway, Suite 1100

Dallas, Texas 75254

(972) 490-9600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 19, 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Schedule 13D

This Statement on Schedule 13D (“Statement”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Ashford Hospitality Prime, Inc., a Maryland corporation (the “Issuer”). The principal executive offices of the Issuer are located at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254.

The Reporting Persons are Ashford Hospitality Limited Partnership, a Delaware limited Partnership (“Ashford OP”) Ashford Hospitality Trust, Inc., a Maryland corporation (“Ashford Trust”), and Ashford OP General Partner LLC, a Delaware limited liability company (the “General Partner”).

(a)—(c) Name; Principal Address; Business Address.

(i) Ashford OP is a limited partnership and is the operating subsidiary of Ashford Trust, which operates as a real estate investment trust. The principal and business address of Ashford OP is 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254. Ashford OP directly owns the Units reported herein.

(ii) Ashford Trust is a Maryland corporation that operates as a real estate investment trust. The principal and business address of Ashford Trust is 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254. Ashford Trust may be deemed to beneficially own the Units held by Ashford OP as a result of its ownership of the General Partner, which is the sole general partner of Ashford OP. Ashford OP is the operating subsidiary of Ashford Trust.

(iii) The General Partner is a Delaware limited liability company wholly-owned by Ashford Trust. The principal and business address of the General Partner is 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254. The General Partner’s principal business is acting as the sole general partner of Ashford OP. The General Partner may be deemed to beneficially own the Units held by Ashford OP as a result of its control over Ashford OP as its sole general partner.

(d) Criminal Proceedings. During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Civil Proceedings. During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Citizenship.

(i) Ashford OP is a limited partnership formed and existing under the laws of the State of Delaware.

(ii) Ashford Trust is a corporation formed and existing under the laws of the State of Maryland.

(iii) The General Partner is a limited liability company formed and existing under the laws of the State of Delaware.

Ashford OP received an aggregate of 4,977,853 Units of limited partnership interests (“Units,” and together with the shares of the Common Stock into which the Units can convert, the “Securities”) in Ashford Hospitality Prime Limited Partnership, the operating subsidiary of the Issuer (the “Partnership”). The Units were issued to Ashford OP in connection with the consummation of the separation of the Issuer from Ashford Trust (the “Transaction”). Ashford Trust and the General Partner may be deemed to beneficially own the Securities held by Ashford OP as a result of their control over Ashford OP.

The Units are redeemable, on and after November 19, 2014, for cash or, at the option of the Issuer, shares of Common Stock (currently on a 1-for-1 basis).

The Reporting Persons acquired the Securities (either directly or indirectly, as applicable) for investment purposes and not with a view toward or having the effect of directing control over the Issuer. The Reporting Persons will continue to evaluate their ownership and voting position in the Issuer and may consider the following future courses of action: (i) continuing to hold the Securities for investment; (ii) converting some or all of the Units into shares of Common Stock or, at the option of the Issuer, cash, (iii) disposing of all or a portion of the Securities in open market sales or in privately-negotiated transactions; or (iv) acquiring additional shares of Common Stock in open market or in privately-negotiated transactions. The Reporting Persons have not as yet determined which of the courses of action specified in this paragraph such parties may ultimately take. The Reporting Persons’ future actions with regard to this investment are dependent on his evaluation of a variety of circumstances affecting the Issuer in the future, including the market price of the Common Stock, the Issuer’s business and the business operations of the Reporting Persons.

Ashford Trust, through Ashford OP, and the Partnership, among others, are party to an Option Agreement pursuant to which the Partnership, subject to certain terms and conditions, has the right to purchase the Pier House Resort & Spa. The purchase price, as determined in accordance with such Option Agreement, is payable in cash or Units, at the option of Ashford Trust. As a result, exercise of the option under such Option Agreement may result in the Reporting Persons’ acquisition of additional Units.

Ashford Trust, through Ashford OP, and the Partnership, among others, are also party to an Option Agreement pursuant to which the Partnership, subject to certain terms and conditions, has the right to purchase the Crystal Gateway Marriott. The purchase price, as determined in accordance with such Option Agreement, is payable solely in Units. As a result, exercise of the option under such Option Agreement may result in the Reporting Persons’ acquisition of additional Units.

Other than as set forth above and the Transaction, the Reporting Persons do not have any plans or proposals that would result in any of the following:

(i) Ashford OP beneficially owns an aggregate of 4,977,853 Units (which are redeemable, on and after November 19, 2014, for cash or, at the option of the Issuer, shares of Common Stock (currently on a 1-for-1 basis)) representing (assuming conversion of the Units into shares of Common Stock) approximately 23.58% of the Issuer’s outstanding Common Stock.

(ii) Ashford Trust is considered to beneficially own 4,977,853 Units, representing (assuming conversion of the Units into shares of Common Stock) 23.58% of the Issuer’s Common Stock, as a result of its ownership and control over the General Partner, which is the sole general partner of Ashford OP.

(iii) The General Partner is considered to beneficially own 4,977,853 Units, representing (assuming conversion of the Units into shares of Common Stock) 23.58% of the Issuer’s Common Stock, as a result of its voting and dispositive powers held by it due to its position as the sole general partner of Ashford OP.

(b) Power to Vote and Dispose. As a result of the relationship between the Reporting Persons, the Reporting Persons are deemed to share the voting and dispositive power over the Securities identified in response to Item 5(a) above. Ultimately Ashford Trust, having control over Ashford OP and the General Partner, has the voting and dispositive power over the Securities; however, the Units convey no voting power with respect to matters to be voted upon by the stockholders of the Issuer.

(c) Transactions within the Past 60 Days. During the past sixty (60) days, Ashford Trust, as part of the Transaction, acquired and disposed of an aggregate of 16,113,399 shares of Common Stock of the Issuer and, through Ashford OP, acquired the Units. Such Units were acquired by Ashford OP upon consummation of the Transaction which occurred November 19, 2013. Voting and dispositive control over the Units (and, subsequent to November 19, 2014, any Common Stock into which such Units may convert) was acquired on November 19, 2013; however, the Units convey no voting power with respect to matters to be voted upon by the stockholders of the Issuer.

(d) Certain Rights of Other Persons. Not applicable.

(e) Date Cased to be a 5% Owner. Not applicable.

(a) The Reporting Persons are party to a Joint Filing Agreement, dated November 29, 2013, with respect to the filing of this Statement on Schedule 13D.

(b) Ashford Trust, through Ashford OP, and the Partnership, among others, are party to an Option Agreement pursuant to which the Partnership, subject to certain terms and conditions, has the right to purchase the Pier House Resort & Spa. The purchase price, as determined in accordance with such Option Agreement, is payable in cash or Units, at the option of Ashford Trust. The foregoing description of such Option Agreement is qualified in its entirety by reference to the full text of such agreement.

(c) Ashford Trust, through Ashford OP, and the Partnership, among others, are also party to an Option Agreement pursuant to which the Partnership, subject to certain terms and conditions, has the right to purchase the Crystal Gateway Marriott. The purchase price, as determined in accordance with such Option Agreement, is payable solely in Units. The foregoing description of such Option Agreement is qualified in its entirety by reference to the full text of such agreement.

(d) Ashford OP, among others, is party to a Registration Rights Agreement with the Issuer, dated November 19, 2013, pursuant to which the Issuer has agreed (i) to file a shelf registration statement with the Securities and Exchange Commission on or before November 19, 2014, and thereafter use its efforts to have such registration statement declared effective, covering the continuous resale of the shares of Common Stock issuable, at the Issuer’s option, to the limited partners of the Partnership, including Ashford OP, upon redemption of the Units, and (ii) to file a registration statement with respect to the Common Stock held by Ashford OP if Ashford OP, or any successor to Ashford OP, requests such a registration, subject to certain conditions. In addition, pursuant to such Registration Rights Agreement, Ashford OP will have “piggyback” registration rights, subject to certain volume and marketing limitations imposed by the underwriter of the offering with respect to which the rights are exercised under such agreement. The foregoing description of such Registration Rights Agreement is qualified in its entirety by reference to the full text of such agreement.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Ashford Hospitality Prime, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing.

In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of November 29, 2013.