SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BENNETT ARCHIE JR

(Last)

(First)

(Middle)

14180 DALLAS PARKWAY

9TH FL

(Street)

DALLAS

75254

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ASHFORD HOSPITALITY TRUST INC [ AHT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/28/2003		P		100	A	$9.13	100	D
Common Stock	08/29/2003		A		208,658	A	$0⁽¹⁾	208,758	D
Common Stock	08/29/2003		P		250,000	A	$8.37	250,000	I	See Footnote⁽²⁾
Common Stock	08/29/2003		J⁽³⁾		108,317	A	$0⁽³⁾	358,317	I	See Footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Limited Partnership Units	$0⁽⁴⁾	08/29/2003		J⁽⁴⁾		407,184		08/29/2004	08/08/1988⁽⁴⁾	Common Stock	407,184⁽⁴⁾	$0⁽⁴⁾	407,184	I	See Footnote⁽⁴⁾
Limited Partnership Units	$0⁽⁴⁾	08/29/2003		J⁽⁴⁾		279,642		08/29/2004	08/08/1988⁽⁴⁾	Common Stock	279,642⁽⁴⁾	$0⁽⁴⁾	686,826	I	See Footnote⁽⁴⁾
Limited Partnership Units	$0⁽⁴⁾	08/29/2003		J⁽⁴⁾		566,942		08/29/2004	08/08/1988⁽⁴⁾	Common Stock	566,942⁽⁴⁾	$0⁽⁴⁾	1,253,768	I	See Footnote⁽⁴⁾
Limited Partnership Units	$0⁽⁴⁾	08/29/2003		J⁽⁴⁾		610,689		08/29/2004	08/08/1988⁽⁴⁾	Common Stock	610,689⁽⁴⁾	$0⁽⁴⁾	1,864,457	I	See Footnote⁽⁴⁾
Limited Partnership Units	$0⁽⁴⁾	08/29/2003		J⁽⁴⁾		110,000		08/29/2004	08/08/1988⁽⁴⁾	Common Stock	110,000⁽⁴⁾	$0⁽⁴⁾	1,974,457	I	See Footnote⁽⁴⁾
Limited Partnership Units	$0⁽⁵⁾	08/29/2003		J⁽⁵⁾		512,500		08/29/2004	08/08/1988⁽⁵⁾	Common Stock	512,500⁽⁵⁾	$0⁽⁵⁾	2,486,957	I	See Footnote⁽⁵⁾

Explanation of Responses:

1. The Reporting Person acquired the shares via a restricted stock grant by Issuer as incentive compensation. The restricted stock vests in three (3) equal annual installments on the first three anniversaries of the date of grant.

2. Held directly by a corporation over which the Reporting Person exercises investment control.

3. Issued to and held by a limited partnership over which the Reporting Person exercises shared investment control. The shares were issued to such limited partnership by the Issuer as consideration for such limited partnership's interest in certain real property.

4. Limited Partnership Units ("Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary. The Units are convertible into cash or, at the option of the Issuer, shares of the Issuer's common stock, on a 1-for-1 basis, on or after August 29, 2004. The Units were issued by the Issuer to limited partnerships in which the Reporting Person has an interest as consideration for such respective limited partnership's interest in certain real property. The Units have no expiration date.

5. Units issued by the Issuer in consideration for the assignment of certain Asset Management and Consulting Agreements assigned to the Issuer, or its affiliates, by an entity affiliated with the Reporting Person. The Units have no expiration date.

	/s/ Archie Bennett, Jr.	08/29/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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