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