0001104659-23-033917.txt : 20230317 0001104659-23-033917.hdr.sgml : 20230317 20230317163116 ACCESSION NUMBER: 0001104659-23-033917 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230315 FILED AS OF DATE: 20230317 DATE AS OF CHANGE: 20230317 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NUNNELEY MARK CENTRAL INDEX KEY: 0001261029 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35972 FILM NUMBER: 23743076 MAIL ADDRESS: STREET 1: 14185 DALLAS PARKWAY STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Braemar Hotels & Resorts 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 FORMER COMPANY: FORMER CONFORMED NAME: Ashford Hospitality Prime, Inc. DATE OF NAME CHANGE: 20130410 4 1 tm239625-6_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2023-03-15 0 0001574085 Braemar Hotels & Resorts Inc. BHR 0001261029 NUNNELEY MARK 14185 DALLAS PARKWAY SUITE 1200 DALLAS TX 75254 0 1 0 0 Chief Accounting Officer Common Stock 2023-03-15 4 F 0 5303 4.34 D 289028 D Series E Redeemable Preferred Stock 18000 D Performance Stock Units (2021) 0.00 2023-12-31 2023-12-31 Common Stock 65331 65331 D Performance LTIP Units (2022) 0.00 2024-12-31 2024-12-31 Common Stock 117248 117248 I JoyceMadgra LLC Performance Stock Units (2023) 0.00 2025-12-31 2025-12-31 Common Stock 51097 51097 D Represents shares of common stock forfeited to the Issuer to satisfy tax-withholding obligations arising as a result of the vesting of restricted stock held by the Reporting Person. Represents the closing price of the common stock on March 14, 2023, the last trading day before the date of forfeiture. Each performance stock unit ("Performance Stock Unit") award represents the right, upon achievement of certain specified performance-based vesting criteria, to receive up to two (2) shares of the Issuer's common stock. Represents the target number of common stock shares that may be issued pursuant to the award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 200% of the target number of Performance Stock Units reported, 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 returns, the Performance Stock Units, as adjusted, will generally vest on December 31, 2023 (with respect to the 2021 grant) and December 31, 2025 (with respect to the 2023 grant). Each performance LTIP unit ("Performance LTIP Unit") award represents a special long-term incentive partnership unit ("LTIP Unit") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary, 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. 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 December 31, 2024. Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units ("Common Units"), are convertible into Common Units at the option of the Reporting Person. Common Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis. /s/ Mark Nunneley 2023-03-17