X0206 3/A 2015-05-12 2015-05-14 0 0001574085 Ashford Hospitality Prime, Inc. AHP 0001623909 Hays J Robison III 14185 DALLAS PARKWAY, SUITE 1100 DALLAS TX 75254 0 1 0 0 Chief Strategy Officer Common Stock 2266 D LTIP Units 32786 Common Stock 0 D Common Partnership Units 16000 Common Stock 0 D Includes shares issued to the Reporting Person in connection with the spin-off (the "Spin-Off") of Ashford Hospitality Prime, Inc. ("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. 40 shares of common stock were inadvertently omitted from the Reporting Person's original Form 3. 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. Represents Common Partnership Units issued to the Reporting Person in connection with the Spin-Off. Beginning one year from the issuance date, such Common Partnership 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 Partnership Units do not expire. /s/ J. Robison Hays III 2015-06-10