0001104659-14-033631.txt : 20140501 0001104659-14-033631.hdr.sgml : 20140501 20140501192949 ACCESSION NUMBER: 0001104659-14-033631 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140407 FILED AS OF DATE: 20140501 DATE AS OF CHANGE: 20140501 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ashford Hospitality Prime, Inc. CENTRAL INDEX KEY: 0001574085 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 462488594 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 14185 DALLAS PARKWAY STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 BUSINESS PHONE: (972) 490-9600 MAIL ADDRESS: STREET 1: 14185 DALLAS PARKWAY STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KIMICHIK DAVID J CENTRAL INDEX KEY: 0001260553 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35972 FILM NUMBER: 14806563 MAIL ADDRESS: STREET 1: 14185 DALLAS PARKWAY STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 4 1 a4.xml 4 X0306 4 2014-04-07 0 0001574085 Ashford Hospitality Prime, Inc. AHP 0001260553 KIMICHIK DAVID J 14185 DALLAS PARKWAY, SUITE 1100 DALLAS TX 75254 0 1 0 0 CFO and Treasurer Common Stock 66911 D LTIP Units 0 2014-04-07 4 A 0 37470 0.05 A Common Stock 37470 37470 D Common Partnership Units 0 Common Stock 154157.6 154157.6 D Represents shares issued to the Reporting Person in connection with the spin-off (the "Spin-Off") of Ashford Hospitality Prime, Inc. ("Ashford Prime") from Ashford Hospitality Trust, Inc. ("Ashford Trust") on November 19, 2013, pursuant to which the Reporting Person received one share of Ashford Prime common stock for every five shares of Ashford Trust common stock held on the record date, November 8, 2013. Represents long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Prime Limited Partnership ("Prime OP"), the operating partnership of Ashford Prime. Vested LTIP Units are convertible into an equal number of fully paid and non-assessable Common Partnership Units, as defined in the Amended and Restated Partnership Agreement of Prime OP, at the option of the Reporting Person. Common Partnership Units are convertible into cash or, at the option of Ashford Prime, into shares of Ashford Prime's common stock on a 1-for-1 basis. The LTIP Units were issued under Ashford Prime's 2013 Equity Incentive Plan. The LTIP Units reported herein vest and are convertible in three equal installments over a three-year term from the date of the award. The LTIP Units have no expiration date. Per LTIP Unit purchase price. Represents Common Partnership Units issued to the Reporting Person in connection with the Spin-Off on November 19, 2013. Beginning one year from the issuance date, such Common Partnership Units are redeemable by the Reporting Person for cash, or at the option of Ashford Prime, shares of Ashford Prime's common stock on a 1-for-1 basis. The Common Partnership Units do not expire. /s/ David J. Kimichik 2014-04-29