0001104659-23-029622.txt : 20230307 0001104659-23-029622.hdr.sgml : 20230307 20230307170209 ACCESSION NUMBER: 0001104659-23-029622 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230303 FILED AS OF DATE: 20230307 DATE AS OF CHANGE: 20230307 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NUNNELEY MARK CENTRAL INDEX KEY: 0001261029 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31775 FILM NUMBER: 23713466 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 tm238703-4_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2023-03-03 0 0001232582 ASHFORD HOSPITALITY TRUST INC AHT 0001261029 NUNNELEY MARK 14185 DALLAS PARKWAY SUITE 1200 DALLAS TX 75254 0 1 0 0 Chief Accounting Officer Common Stock 11641 D Performance LTIP Units (2023) 0.00 2023-03-03 4 A 0 63285 0.00 A 2025-12-31 2025-12-31 Common Stock 63285 63285 D Performance LTIP Units (2022) 0.00 2024-12-31 2024-12-31 Common Stock 123698 123698 I JoyceMadgra LLC Common Limited Partnership Units 0.00 Common Stock 4718 D Performance Stock Units (2021) 0.00 2023-12-31 2023-12-31 Common Stock 12215 12215 D Each performance LTIP unit ("Performance LTIP Unit") award represents a special long-term incentive partnership unit ("LTIP Unit") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"), 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 2021 Stock Incentive Plan. Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 250% of the target number of LTIP Units. The actual number of Performance LTIP Units that may vest can range from 0% to 250% 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 December 31, 2024 (with respect to the 2022 grant) and December 31, 2025 (with respect to the 2023 grant). 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 4 discussing the convertibility of the Common Units. Common Limited Partnership Units ("Common Units") of the Subsidiary. 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. The Common Units do not have an expiration date. Reflects aggregate number of Common Units currently held by the Reporting Person, some of which have been converted from special long-term incentive partnership units of the Subsidiary by the Reporting Person. See Footnote 4 discussing the convertibility of the Common Units. Each performance stock unit ("Performance Stock Unit") award granted in 2021 represents a right to receive between 0% and 250% of the target number of Performance Stock Units reflected in the table. /s/ Mark Nunneley 2023-03-07