0001104659-24-032505.txt : 20240308 0001104659-24-032505.hdr.sgml : 20240308 20240308180015 ACCESSION NUMBER: 0001104659-24-032505 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: Eubanks Deric S CENTRAL INDEX KEY: 0001608195 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31775 FILM NUMBER: 24735980 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] 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 tm248313-2_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-03-06 0 0001232582 ASHFORD HOSPITALITY TRUST INC AHT 0001608195 Eubanks Deric S 14185 DALLAS PARKWAY SUITE 1200 DALLAS TX 75254 0 1 0 0 CFO and Treasurer 0 Common Stock 2024-03-06 4 M 0 17406 A 39156 D Common Stock 2024-03-06 4 F 0 4239 1.56 D 34917 D Common Stock 22 I By spouse's IRA Performance Stock Units (2023) 0.00 2025-12-31 2025-12-31 Common Stock 43966 43966 D Performance LTIP Units (2022) 0.00 2024-12-31 2024-12-31 Common Stock 213038 213038 I DESE II LLC Performance Stock Units (2021) 0.00 2024-03-06 4 D 0 5802 D 2023-12-31 2023-12-31 Common Stock 17406 17406 D Performance Stock Units (2021) 0.00 2024-03-06 4 M 0 17406 D 2023-12-31 2023-12-31 Common Stock 0 0 D Common Limited Partnership Units 0.00 Common Stock 1116 1116 D Each performance stock unit ("Performance Stock Unit") represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock Represents shares of common stock forfeited to the Issuer to satisfy certain tax-withholding obligations of the Reporting Person arising as a result of the vesting of restricted stock held by the Reporting Person. Represents the closing price of the common stock on February 26, 2024, the last trading day before the date of forfeiture. Each Performance Stock Unit award granted in 2021 and 2023 represents a right to receive between 0% and 250% of the target number of Performance Stock Units reflected in the table. 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 250% 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 December 31, 2023 (with respect to the 2021 grant) and December 31, 2025 (with respect to the 2023 grant). 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, 2024. 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 9 discussing the convertibility of the Common Units. Represents 5,802 shares that were forfeited due to certain performance criteria of the 2021 Performance Stock Unit award not being met. 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 may have been converted from special long-term incentive partnership units of the Subsidiary by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 9 discussing the convertibility of the Common Units. /s/ Deric S. Eubanks 2024-03-08