X0303 4 2011-04-06 0 0001232582 ASHFORD HOSPITALITY TRUST INC AHT 0001260553 KIMICHIK DAVID J 14185 DALLAS PARKWAY SUITE 1100 DALLAS TX 75254 0 1 0 0 CFO and Treasurer Special Limited Partnership Units 0 2011-04-06 4 A 0 165000 0.05 A Common Stock 165000 440000 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, are convertible into Common Limited Partnership Units at the option of the Reporting Person. Common Limited Partnership Units are convertible into cash or, at the option of the Issuer, into shares of the Issuer's common stock on a 1-for-1 basis. The LTIP Units were issued under the Issuer's Amended and Restated 2003 Stock Incentive Plan. The LTIP Units reported herein vest and are convertible in three equal annual installments on March 31, 2012, March 31, 2013 and March 31, 2014, respectively. The LTIP Units have no expiration date. Per LTIP Unit purchase price. Includes LTIP Units previously granted to, and reported by, the Reporting Person having different grant and vesting dates, some of which (i) may have achieved parity with the Common Limited Partnership Units, (ii) have not yet achieved parity with the Common Limited Partnership Units, (iii) are currently vested, or (iv) have not yet vested. /s/ DAVID J. KIMICHIK 2011-04-07