X0303 4 2010-03-24 0 0001232582 ASHFORD HOSPITALITY TRUST INC AHT 0001260653 BENNETT ARCHIE JR 14185 DALLAS PARKWAY SUITE 1100 DALLAS TX 75254 1 1 0 0 Chairman of the Board Special Limited Partnership Units 0 2010-03-24 4 A 0 145000 0.05 A Common Stock 145000 290000 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 vest and are convertible in equal annual installments on the first three anniversaries of the date of grant beginning March 24, 2011. The LTIP Units have no expiration date. Per LTIP Unit purchase price. /s/ ARCHIE BENNETT JR. 2010-03-25