0001104659-24-032504.txt : 20240308 0001104659-24-032504.hdr.sgml : 20240308 20240308175926 ACCESSION NUMBER: 0001104659-24-032504 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240306 FILED AS OF DATE: 20240308 DATE AS OF CHANGE: 20240308 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bennett Monty J CENTRAL INDEX KEY: 0001260654 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31775 FILM NUMBER: 24735973 MAIL ADDRESS: STREET 1: 14185 DALLAS PARKWAY STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 FORMER NAME: FORMER CONFORMED NAME: BENNETT MONTGOMERY J DATE OF NAME CHANGE: 20030820 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ASHFORD HOSPITALITY TRUST INC CENTRAL INDEX KEY: 0001232582 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction 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 tm248313-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-03-06 0 0001232582 ASHFORD HOSPITALITY TRUST INC AHT 0001260654 Bennett Monty J 14185 DALLAS PARKWAY, SUITE 1200 DALLAS TX 75254 1 0 0 0 0 Common Stock 3843 D Common Stock 7612 I By MJB Investments, LP Common Stock 3583 I By Dartmore, LP Common Stock 740 I By Reserve, LP IV Performance LTIP Units (2023) 0.00 2025-12-31 2025-12-31 Common Stock 218345 218345 D Performance LTIP Units (2022) 0.00 2024-12-31 2024-12-31 Common Stock 481050 481050 I Texas Yarrow LLC - 2022 PS Performance LTIP Units (2021) 0.00 2024-03-06 4 D 0 85504.75 D 2023-12-31 2023-12-31 Common Stock 36644.25 36644.25 I Texas Yarrow 2021 Performance LTIP Units (2021) 0.00 2024-03-06 4 M 0 36644.25 D 2023-12-31 2023-12-31 Common Stock 0 0 I Texas Yarrow 2021 Special Limited Partnership Units 0.00 2024-03-06 4 M 0 36644.25 A Common Stock 36644.25 85504.25 I Texas Yarrow 2021 Special Limited Partnership Units 0.00 Common Stock 2003 2003 D Special Limited Partnership Units 0.00 Common Stock 7148 7148 I By MJB Operating, LP Common Limited Partnership Units 0.00 Common Stock 9668 9668 I By MJB Operating, LP Common Limited Partnership Units 0.00 Common Stock 25359 25359 I By Dartmore, LP Common Limited Partnership Units 0.00 Common Stock 1771 1771 I By MJB Investments, LP Common Limited Partnership Units 0.00 Common Stock 5497 5497 I By Reserve, LP IV Common Limited Partnership Units 0.00 Common Stock 3968 3968 I By Reserve, LP III Common Limited Partnership Units 0.00 Common Stock 4716 4716 I By Ashford Financial Corporation 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. 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, 2023 (with respect to the 2021 grant), 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 8 discussing the convertibility of the Common Units. Represents 85,504.75 Performance LTIP Units that were forfeited due to certain performance criteria of the 2021 Performance Stock Unit award not being met. 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, are convertible into Common Units at the option of the Reporting Person. See Footnote 8 discussing the convertibility of the Common Units. The LTIP Units 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, 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. 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 8 discussing the convertibility of the Common Units. Reflects only the Reporting Person's pecuniary interest in the aggregate number of Common Units held directly by Ashford Financial Corporation. The Reporting Person hereby disclaims any interest in all other securities of the Issuer held directly by Ashford Financial Corporation. /s/ Monty J. Bennett 2024-03-08