X0306 4/A 2017-03-24 2017-03-28 0 0001232582 ASHFORD HOSPITALITY TRUST INC AHT 0001260654 Bennett Monty J 14185 DALLAS PARKWAY SUITE 1100 DALLAS TX 75254 1 0 0 0 Common Stock 761184 I By MJB Investments LP Common Stock 358317 I By Dartmore LP Common Stock 74000 I By Reserve, LP IV Performance LTIP Units (2017) 0 2017-03-24 4 A 0 662977 0.05 A 2020-03-24 2020-03-24 Common Stock 662977 662977 D Special Limited Partnership Units 0 2017-03-24 4 A 0 331488 0.05 A Common Stock 1161674 D Performance LTIP Units (2016) 0 2019-03-31 2019-03-31 Common Stock 461540 461540 D Common Limited Partnership Units 0 Common Stock 665892 D Common Limited Partnership Units 0 Common Stock 2756028 I By Dartmore LP Common Limited Partnership Units 0 Common Stock 192440 I By MJB Investments LP Common Limited Partnership Units 0 Common Stock 597368 I By Reserve LP, IV Common Limited Partnership Units 0 Common Stock 431292 I By Reserve LP, III Common Limited Partnership Units 0 Common Stock 512500 I By Ashford Financial Corporation Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit (as defined below) subject to specified performance-based vesting criteria. Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 200% of the target number of LTIP Units of 331,488. The actual number of Performance LTIP Units that may vest can range from 0% to 200% of the target number of Performance LTIP Units, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder return, the Performance LTIP Units, will generally vest on March 31, 2019 (with respect to the 2016 Performance LTIP Unit award), and on March 24, 2020] (with respect to the 2017 Performance LTIP Unit award). See Footnote 4 discussing the convertibility of Vested LTIP Units. The Reporting Person received the LTIP Units and Performance LTIP Units awards reported herein under the Issuer's 2011 Stock Incentive Plan. 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 Units (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 9 discussing the convertibility of the Common Units. The LTIP Units reported herein vest in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant. See Footnote 4 discussing the convertibility of Vested LTIP Units. Neither the Common Units nor the LTIP Units have an expiration date. Per LTIP Unit purchase price. Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person following the LTIP Units award reported herein, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes. Common Limited Partnership Units of the Subsidiary ("Common Units"). 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 partnership agreement of Subsidiary, which, on March 31, 2017, was 0.938192002263031 shares of the Issuer's common stock for each Common Unit. Reflects the aggregate number of Common Units currently held directly or indirectly, as noted, 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 9 discussing the convertibility of the Common Units. Reflects only the Reporting Person's pecuniary interest in the aggregate number of Common Units held directly by Ashford Financial Corporation. The Reporting Person hereby disclaims interest in all other securities of the Issuer held directly by Ashford Financial Corporation. Includes shares previously held by MJB Operating, LP, which have been transferred to MJB Investments LP. /s/ MONTY J. BENNETT 2017-04-13