0001104659-20-033383.txt : 20200313 0001104659-20-033383.hdr.sgml : 20200313 20200313183101 ACCESSION NUMBER: 0001104659-20-033383 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200311 FILED AS OF DATE: 20200313 DATE AS OF CHANGE: 20200313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Welter Jeremy CENTRAL INDEX KEY: 0001516834 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31775 FILM NUMBER: 20714547 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 1 a4.xml 4 X0306 4 2020-03-11 0 0001232582 ASHFORD HOSPITALITY TRUST INC AHT 0001516834 Welter Jeremy 14185 DALLAS PARKWAY, SUITE 1100 DALLAS TX 75254 0 1 0 0 Chief Operating Officer Common Stock 2295 D Performance LTIP Units (2020) 0.00 2020-03-11 4 A 0 300000 0.00 A 2022-12-31 2022-12-31 Common Stock 300000 300000 D Special Limited Partnership Units 0.00 2020-03-11 4 A 0 150000 0.00 A Common Stock 150000 504241 D Performance Stock Units (2019) 0.00 2021-12-31 2021-12-31 Common Stock 107415 107415 D Performance Stock Units (2018) 0.00 2021-03-13 2021-03-13 Common Stock 90545 90545 D Performance LTIP Units (2017) 0.00 2020-03-23 2020-03-23 Common Stock 237342.59 237342.59 D Common Limited Partnership Units 0.00 Common Stock 532954 532954 D Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit subject to specified performance-based vesting criteria. The Reporting Person received the Performance LTIP Units and LTIP Units awards reported herein under the Issuer's 2011 Stock Incentive Plan. Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 200% of the target number of LTIP Units. The actual number of Performance LTIP Units that may vest can range from 0% to 200% of the target number of Performance LTIP Units, 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 return, the Performance LTIP Units, will generally vest on March 23, 2020 (with respect to the 2017 grant) and December 31, 2022 (with respect to the 2020 grant). See Footnote 4 discussing the convertibility of vested LTIP Units. One-third of the Performance LTIP Units granted in 2020 will be eligible to vest (at up to 200% of target) based on performance during the first year of the performance period. 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 10 discussing the convertibility of the Common Units. The LTIP Units acquired by the Reporting Person, as reported herein, vest in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant. See Footnote 4 discussing the convertibility of vested LTIP Units. Neither the Common Units nor the LTIP Units have an expiration date. Reflects the aggregate number of LTIP Units held directly or indirectly 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. 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 the target amount 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 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 13, 2021 (with respect to the 2018 Performance Stock Units award) and on December 31, 2021 (with respect to the 2019 Performance Stock Units award). 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 the aggregate number of Common Units currently held directly or indirectly, as noted, by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 10 discussing the convertibility of the Common Units. /s/ Jeremy Welter 2020-03-13