SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Ashford Hospitality Prime, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

044102101

(CUSIP Number)

Thomas R. Stephens

Bartlit Beck Herman Palenchar & Scott LLP

1899 Wynkoop, Suite 800

Denver, Colorado 80202

(303) 592-3100

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

January 5, 2016

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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 Rule 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).

(Continued on following pages)

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Items 4 and 7 of the statement on Schedule 13D relating to the Common Stock, $0.01 par value per share (the “Shares”) of Ashford Hospitality Prime, Inc., a Maryland corporation (“AHP”) previously filed by (i) Sessa Capital (Master), L.P. (“Sessa Capital”), a Cayman Islands exempted limited partnership, as a result of its direct ownership of Shares, (ii) Sessa Capital GP, LLC, a Delaware limited liability company (“Sessa Capital GP”), as a result of being the sole general partner of Sessa Capital, (iii) Sessa Capital IM, L.P. (“Sessa IM”), a Delaware limited partnership, as a result of being the investment adviser for Sessa Capital, (iv) Sessa Capital IM GP, LLC, a Delaware limited liability company (“Sessa IM GP”), as a result of being the sole general partner of Sessa IM, and (v) John Petry, as a result of being the manager of Sessa Capital GP and Sessa IM GP (Sessa Capital, Sessa Capital GP, Sessa IM, Sessa IM GP and Mr. Petry are collectively referred to as the “Reporting Persons”) is hereby amended as follows:

Item 4. Purpose of Transaction

No change except for the addition of the following:

On January 5, 2016, Mr. Petry and another Sessa IM representative met with two members of AHP’s board of directors, Curtis B. McWilliams, AHP’s lead director, and W. Michael Murphy. The parties discussed the concerns the Reporting Persons have raised in prior correspondence to AHP. On January 7, 2016, Mr. Petry sent a letter to Messrs. McWilliams and Murphy thanking them for taking time to meet and expressing the Reporting Persons’ continuing concerns with respect to AHP. Such letter is attached as Exhibit 1 and incorporated by reference in this Item 4 in its entirety.

The Reporting Persons intend to continue to closely monitor actions by AHP’s board in connection with the strategic alternatives project and corporate governance matters, and will consider taking further action to protect their interests and the interests of shareholders, which actions may involve plans or proposals of the type described in Item 4(a) through (j) of Schedule 13D.

Item 7. Exhibits

The following documents are filed as exhibits to this statement:

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Signature

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

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Exhibit 1

SESSA CAPITAL

1350 Avenue of the Americas, Suite 3110

New York, NY 10019

212-257-4410

January 7, 2016

Board of Directors

c/o Mr. Curtis B. McWilliams, Lead Director, and W. Michael Murphy, Director

Ashford Hospitality Prime, Inc.

14185 Dallas Parkway, Suite 1100

Dallas, TX 75254

Dear Curtis and Michael,

I want to personally thank you for taking the time to meet us in our offices on Tuesday. We believe it is constructive to maintain an open dialogue, and appreciate your reaching out to us to arrange a meeting.

Like you, we share the view that it is important to maximize the Company’s long-term value and we understand that consideration of all strategic alternatives, including a potential sale (as mentioned in your August 28^th press release), is part of that process. As we said at the meeting, given the corporate governance and other issues that contribute to the Company’s current discount to net asset value, we now believe that a sale of the Company is the preferred outcome of the strategic alternatives process. We believe the market will view an outcome that does not realize value from the Company’s portfolio as a failure.

As discussed, we continue to have significant concerns about the structure and potential size of the fee for terminating the Company’s current advisory agreement with Ashford Inc. While we believe termination of this contract is not a necessary or inevitable element of a successful conclusion to the strategic alternatives process, we believe an excessive termination fee will severely undermine the probability of a successful outcome by deterring potential bidders for the Company or its properties. These concerns are heightened when management has publicly estimated the fee to be approximately 1/3^rd of the Company’s current market capitalization.

The inequitable nature of this fee is evident from it being uncapped. A severe lodging downturn or a further deterioration of the market’s opinion of the Company’s corporate governance could cause the illogical and outrageous result of a fee that exceeds the Company’s entire market capitalization. Yet, rather than use the three separate renegotiations of the advisory agreement in the past two years to fix the problems relating to the fee, the Company’s board has conceded to amendments which, as a whole, have significantly broadened and worsened the fee. Unfortunately, despite generally favorable operating performance and a highly attractive portfolio of hotels, the “Ashford discount” applied to the Company relative to the lodging sector substantially widened until the announcement of the strategic alternative process.

Board of Directors

c/o Mr. Curtis B. McWilliams, Lead Director, and W. Michael Murphy, Director

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We urge you to address the Company’s corporate governance and to pursue all options for renegotiating this fee, as well as ensuring that the calculation of the fee is done in a transparent and equitable manner. We believe that this fee, along with our other concerns relating to potential conflicts of interest and corporate governance, are substantial contributors to the Company’s continued discount to its net asset value.

As stated in our prior letter, we hope that the Company’s independent directors will act decisively to secure a fair outcome for all shareholders of the Company, rendering any further action by us unnecessary. We continue to consider our options and will not hesitate to assert our rights and those of all shareholders if necessary.

Sincerely,

John Petry

cc: Monty J. Bennett, Chief Executive Officer and Chairman

      David A. Brooks, Chief Operating Officer, General Counsel and Corporate Secretary