0001104659-18-019395.txt : 20180321 0001104659-18-019395.hdr.sgml : 20180321 20180321191219 ACCESSION NUMBER: 0001104659-18-019395 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180314 FILED AS OF DATE: 20180321 DATE AS OF CHANGE: 20180321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROOKS DAVID A CENTRAL INDEX KEY: 0001260555 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-31775 FILM NUMBER: 18705467 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 TRUST INC CENTRAL INDEX KEY: 0001232582 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 861062192 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 14185 DALLAS PARKWAY SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 BUSINESS PHONE: 9724909600 MAIL ADDRESS: STREET 1: 14185 DALLAS PARKWAY SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 4/A 1 a4a.xml 4/A X0306 4/A 2018-03-14 2018-03-16 0 0001232582 ASHFORD HOSPITALITY TRUST INC AHT 0001260555 BROOKS DAVID A 14185 DALLAS PARKWAY, SUITE 1100 DALLAS TX 75254 0 1 0 0 CTO, GC and Secretary Common Stock 2018-03-14 4 A 0 96154 0.00 A 836039 D Performance Stock Units (2018) 0.00 2018-03-14 4 A 0 96154 0.00 A 2021-03-14 2021-03-14 Common Stock 96154 D Performance Stock Units(2017) 0.00 2020-03-24 2020-03-24 Common Stock 138000 D Performance Stock Units (2016) 0.00 2019-03-31 2019-03-31 Common Stock 88283 D Special Limited Partnership Units 0.00 Common Stock 49872 D Common Limited Partnership Units 0.00 Common Stock 1398922 D The Reporting Person received the shares pursuant to a stock grant from the Issuer under the Issuer's 2011 Stock Incentive Plan. Such shares vest in three (3) substantially equal installments on the first three anniversaries of the date of grant. Each performance stock unit ("Performance Stock Unit") award represents a right to receive between zero and two shares of the Issuer's common stock if and when the applicable vesting criteria have been achieved. Represents a stock grant from the Issuer under the Issuer's 2011 Stock Incentive Plan. Represents the target number of common stock shares that may be issued pursuant to the 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 target number of Performance Stock Units reported, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder returns, the Performance Stock Units, as adjusted, will generally vest on March 31, 2019 (with respect to the 2016 Performance Stock Units award), March 24, 2020 (with respect to the 2017 Performance Stock Units award), and March 14, 2021 (with respect to the 2018 Performance Stock Units award). Represents 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 (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 8 discussing the convertibility of the Common Units. Neither the Common Units nor the LTIP Units have an expiration date. Reflects the aggregate number of LTIP Units currently held by the Reporting Person following the LTIP Units award reported herein, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those 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 solely for reporting purposes. Reflects adjustment from number of units previously reported to give effect to the adoption of Amendment No. 5 to the Seventh Amended and Restated Agreement of Limited Partnership of the Subsidiary (the "Subsidiary Agreement Amendment"), which was adopted for the purpose of creating additional common partnership units of the Subsidiary and the recapitalization of the common partnership units so that the Conversion Factor (as defined in the Subsidiary Agreement Amendment) became 1.0. Common Limited Partnership Units of the Subsidiary ("Common Units"). Common 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. Reflects aggregate number of Common Units currently held by the Reporting Person, some of which have been converted from LTIP Units by the Reporting Person. See Footnote 9 discussing the convertibility of the Common Units. /s/ David A. Brooks 2018-03-21