X0306 4 2017-03-20 0 0001574085 Ashford Hospitality Prime, Inc. AHP 0001608195 Eubanks Deric S 14185 DALLAS PARKWAY SUITE 1100 DALLAS TX 75254 0 1 0 0 CFO and Treasurer Common Stock 2017-03-20 4 F 0 275 10.58 D 15798 D Common Stock 533 I By spouse's IRA. Performance Stock Units (2016) 0 2018-12-31 2018-12-31 Common Stock 53116 53116 D Performance Stock Units (2015) 0 2017-12-31 2017-12-31 Common Stock 27384 27384 D LTIP Units 0 Common Stock 4683 4683 D Common Partnership Units 0 2014-11-19 Common Stock 39578.4 39578.4 D Represents shares of common stock forfeited to the Issuer to satisfy certain tax-withholding obligations of the Reporting Person 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 20, 2017, the date of forfeiture. Each performance stock unit ("Performance Stock Unit") award represents a right to receive between zero and two shares of the Issuer's common stock if and when the applicable vesting criteria have been achieved. Special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Prime Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Common limited partnership units ("Common Partnership Units") in the Subsidiary. Common Partnership 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. Represents the target amount of common stock shares that may be issued pursuant to the award of Performance Stock Units. The actual number of Performance Stock Units to be issued upon vesting can range from 0% to 200% of the 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, 2017 (with respect to the 2015 grant) and December 31, 2018 (with respect to the 2016 grant). Vested LTIP Units, upon achieving parity with the Common Partnership Units, are convertible into Common Partnership Units at the option of the Reporting Person. Common Partnership 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. The LTIP Units vest and are convertible in three equal installments over a three-year term from the date of the award. 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 Partnership Units, (ii) have not yet achieved parity with the Common Partnership Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein for reporting purposes. Aggregate Common Partnership Units currently beneficially owned by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person. Neither the Common Partnership Units nor vested LTIP Units have an expiration date. /s/ DERIC S. EUBANKS 2017-03-22