X0306 4 2015-04-02 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 2015-04-02 4 F 0 200 17.09 D 10879 D Common Stock 443 I By spouse's IRA LTIP Units 0 Common Stock 14051 14051 D Common Partnership Units 0 Common Stock 24000 24000 D Represents shares forfeited to Ashford Hospitality Prime, Inc. ("Ashford Prime") to satisfy certain tax-withholding obligations of the Reporting Person arising as a result of the vesting of a portion of a restricted stock award previously made to the Reporting Person. Includes shares issued to the Reporting Person in connection with the spin-off (the "Spin-Off") of Ashford Prime from Ashford Hospitality Trust, Inc. ("Ashford Trust") on November 19, 2013, pursuant to which the Reporting Person received one share of Ashford Prime common stock for every five shares of Ashford Trust common stock held on the record date, November 8, 2013. Represents long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Prime Limited Partnership ("Prime OP"), the operating partnership of Ashford Prime. Vested LTIP Units are convertible into an equal number of fully paid and non-assessable Common Partnership Units, as defined in the Amended and Restated Partnership Agreement of Prime OP, at the option of the Reporting Person. Common Partnership Units are convertible into cash or, at the option of Ashford Prime, into shares of Ashford Prime's common stock on a 1-for-1 basis. The LTIP Units were issued under Ashford Prime's 2013 Equity Incentive Plan and do not expire. The LTIP Units vest and are convertible in three equal installments over a three-year term from the date of the award. Reflects common units issued to the Reporting Person in connection with the Spin-Off. Beginning one year from the issuance date, such common units are redeemable by the Reporting Person for cash, or at the option of Ashford Prime, shares of Ashford Prime's common stock on a 1-for-1 basis. The common units do not expire. /s/ Deric Eubanks 2015-04-27