SEC FORM 4/A

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^*

Hays J Robison III

(Last)

(First)

(Middle)

14185 DALLAS PARKWAY

SUITE 1100

(Street)

DALLAS

75254

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ASHFORD HOSPITALITY TRUST INC [ AHT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/04/2016

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)

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)
Performance LTIP Units⁽¹⁾	$0⁽¹⁾	03/31/2016		A		170,854⁽²⁾		03/31/2019	03/31/2026	Common Stock⁽²⁾	170,854⁽²⁾⁽⁴⁾	$0⁽³⁾	170,854⁽²⁾⁽⁴⁾	D
Special Limited Partnership Units⁽⁴⁾	$0⁽⁴⁾	03/31/2016		A		85,428⁽⁴⁾		⁽⁵⁾	⁽⁶⁾	Common Stock⁽⁴⁾	⁽⁴⁾	$0.05⁽³⁾⁽⁸⁾	480,289⁽⁷⁾	D

Explanation of Responses:

1. Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit (as defined below) subject to performance-based vesting criteria

2. Represents LTIP Units issued pursuant to an award of Performance LTIP Units, which is 200% of the target number of 85,427. The actual number of Performance LTIP Units that may vest ranges from 0%-200% of the target number based on achievement of a specified relative total stockholder return ("TSR"), determined by Compensation Committee of the Issuer. Assuming continued service and achievement of the specified TSR, the Performance LTIP Units will vest on 3/31/2019. Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units of the Subsidiary ("Common Units"), are convertible into Common Units at the option of 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 based on a conversion ratio described in the partnership agreement of Subsidiary, which, on 3/31/2016, was 0.9543908329 shares of common stock for each Common Unit.

3. The Reporting Person received the awards under the Issuer's 2011 Stock Incentive Plan.

4. Special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Units, are convertible into Common Units at the option of 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 based on a conversion ratio described in the partnership agreement of Subsidiary, which, on March 31, 2016, was 0.9543908329 shares of the Issuer's common stock for each Common Unit.

5. These LTIP Units vest and are convertible in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant.

6. The LTIP Units have no expiration date.

7. Includes LTIP Units previously reported by the Reporting Person having different grant and vesting dates, some of which (i) may have achieved parity with the Common Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein for reporting purposes.

8. Per LTIP purchase price.

Remarks:

This Amendment to Form 4 is being filed solely to reflect the maximum number of Performance LTIP Units issued to the Reporting Person pursuant to the reported award. Because of the relation of the explanatory footnotes to the reported transactions and the holdings reflected, the Reporting Person has chosen to include all of the entries previously included in the original Form 4 filing instead of just the line item being amended.

	/s/ J. ROBISON HAYS III	04/08/2016
	** 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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