X0306 4 2015-05-12 0 0001574085 Ashford Hospitality Prime, Inc. AHP 0001261876 MURPHY W MICHAEL 14185 DALLAS PARKWAY, SUITE 1100 DALLAS TX 75254 1 0 0 0 Common Stock 15260 D LTIP Units 0 2015-05-12 4 A 0 3200 0.05 A Common Stock 3200 7500 D Common Partnership Units 0 Common Stock 1100 1100 D 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 fully vested long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Prime Limited Partnership ("Prime OP"), the operating partnership of 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. 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/ W. Michael Murphy 2015-05-14