X0306 4 2015-05-12 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 2015-05-12 4 A 0 3200 0.05 A Common Stock 3200 3200 D Represents fully vested long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Prime Limited Partnership ("Prime OP"), the operating partnership of Ashford Hospitality Prime, Inc. ("Ashford Prime"). The LTIP Units, if they achieve economic parity, 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 have no expiration date. Per LTIP Unit purchase price. /s/ Stefani D. Carter 2015-05-14