X0306 4 2018-06-18 0 0001232582 ASHFORD HOSPITALITY TRUST INC AHT 0001187669 TALLIS ALAN 14185 DALLAS PARKWAY SUITE 1100 DALLAS TX 75254 1 0 0 0 Common Stock 258045 I By Tallis Family Revocable Trust, Alan L. Tallis and Shirley A. Tallis, Trustees 7.375% Series F Cumulative Preferred Stock 2087 I By 2009 Tallis Family Irrevocable Trust 7.375% Series F Cumulative Preferred Stock 2087 I By 2012 Shirley A. Tallis Irrevocable Trust Special Limited Partnership Units 0 2018-06-18 4 A 0 12839 0.05 A Common Stock 27700 D Common Limited Partnership Units 0 Common Stock 25444 D 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 Limited Partnership Units of the Subsidiary ("Common Units"), are convertible into Common Units at the option of the Reporting Person. See Footnote 5 discussing the convertibility of Common Units. The LTIP Units reported herein were issued as an annual award under the Issuer's 2011 Stock Incentive Plan after the Reporting Person's re-election to the Issuer's Board of Directors. Neither the LTIP Units nor the Common Units have an expiration date. Per LTIP Unit purchase price. Common Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock based on a conversion ratio described in the Subsidiary Agreement Amendment (as defined below), which, on June 18, 2018, was 1.0 shares of the Issuer's common stock for each Common Unit. Includes adjustment from number of units previously reported from 16,151 to 14,861 to give effect to the adoption of Amendment No. 5 to the Seventh Amended and Restated Agreement of the Limited Partnership dated December 13, 2017 (the "Subsidiary Agreement Amendment"), which was adopted for the purpose of creating additional common partnership units of the Subsidiary and the recapitalization of the Common Units so that the Conversion Factor (as defined in the Subsidiary Agreement Amendment) became 1.0. Reflects the aggregate number of Common Units currently beneficially owned 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 5 discussing the convertibility of the Common Units. Includes adjustment from number of units previously reported from 27,652 to 25,444 to give effect to the Subsidiary Agreement Amendment as further discussed in Footnote 6. /s/ ALAN TALLIS 2018-06-20