X0306 4 2017-06-12 0 0001574085 Ashford Hospitality Prime, Inc. AHP 0001591372 Carter Stefani D 14185 DALLAS PARKWAY SUITE 1100 DALLAS TX 75254 1 0 0 0 Common Stock 6400 D LTIP Units 0 2017-06-12 4 A 0 3200 0.05 A Common Stock 3200 9600 D Fully vested special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Prime Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units of the Subsidiary ("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 award reported herein were issued as an annual grant under the Issuer's 2013 Equity Incentive Plan upon the Reporting Person's re-election to the Issuer's Board of Directors. The LTIP Units have no expiration date. Per LTIP Unit purchase price. Reflects the aggregate number of LTIP Units held 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 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 solely for reporting purposes. See Footnote 1 discussing convertibility of LTIP Units and Common Partnership Units. /s/ STEFANI D. CARTER 2017-06-13