0001104659-24-032536.txt : 20240308 0001104659-24-032536.hdr.sgml : 20240308 20240308180101 ACCESSION NUMBER: 0001104659-24-032536 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: Hays J Robison III CENTRAL INDEX KEY: 0001623909 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31775 FILM NUMBER: 24735983 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 tm248313-3_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-03-06 0 0001232582 ASHFORD HOSPITALITY TRUST INC AHT 0001623909 Hays J Robison III 14185 DALLAS PARKWAY SUITE 1200 DALLAS TX 75254 1 1 0 0 President and CEO 0 Common Stock 2024-03-06 4 M 0 32064 A 122040 D Common Stock 2024-03-06 4 F 0 7808 1.56 D 114232 D Performance Stock Units (2021) 0.00 2024-03-06 4 D 0 10688 D 2023-12-31 2023-12-31 Common Stock 32064 32064 D Performance Stock Units (2021) 0.00 2024-03-06 4 M 0 32064 D 2023-12-31 2023-12-31 Common Stock 0 0 D Performance LTIP Units (2022) 0.00 2024-12-31 2024-12-31 Common Stock 377688 377688 D Performance Stock Units (2023) 0.00 2025-12-31 2025-12-31 Common Stock 87338 87338 D Common Limited Partnership Units 0.00 Common Stock 4680 4680 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 10,688 shares that were forfeited due to certain performance criteria of the 2021 Performance Stock Unit award not being met. 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 Units") 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. See Footnote 9 discussing the convertibility of vested LTIP Units. 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. The Common Units do not have an expiration date. 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 9 discussing the convertibility of the Common Units. /s/ J. Robison Hays, III 2024-03-08