X0306 4 2015-07-27 0 0001574085 Ashford Hospitality Prime, Inc. AHP 0001260555 BROOKS DAVID A 14185 DALLAS PARKWAY, SUITE 1100 DALLAS TX 75254 0 1 0 0 COO, General Counsel and Sec. Common Stock 2015-07-27 4 J 0 22658 0 A 94004 D Performance Stock Units 2017-12-31 2017-12-31 Common Stock or LTIP Units 48683 48683 D LTIP Units 0 Common Stock 42154 42154 D Common Partnership Units 0 2015-07-27 4 J 0 64447.2 0 A Common Stock 64447.2 346834.2 D The transaction reported on this Form 4 reflects a pro rata distribution from Ashford Hospitality Trust, Inc. ("Ashford Trust") of shares of common stock of Ashford Hospitality Prime, Inc. ("Ashford Prime") to the common stock holders of Ashford Trust. Includes shares issued to the Reporting Person in connection with the spin-off (the "Spin-Off") of Ashford Prime from 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. Each performance stock unit ("Performance Stock Unit") award represents a right to receive one share of common stock of Ashford Prime or one long-term incentive partnership unit ("LTIP Unit") in Ashford Hospitality Prime Limited Partnership ("Prime OP"), at the Reporting Person's election if and when the applicable vesting criteria have been achieved. Represents the target share amount that may be issued pursuant to an award of Performance Stock Units. The actual number of Performance Stock Units to be issued upon vesting can range from 0% to 200% of the number of Performance Stock Units awarded, based on achievement of a specified relative total stockholder return, as determined by the compensation committee of the board of directors of Ashford Prime. Assuming continued service through the vesting date and achievement of the specified relative total stockholder return, the Performance Stock Units, as adjusted, will generally vest on December 31, 2017. 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. The LTIP Units reported herein vest and are convertible in three equal installments over a three-year term from the date of the award. The LTIP Units have no expiration date. The transaction reported on this Form 4 reflects a pro rata distribution from Ashford Trust of Common Partnership Units in Ashford Prime OP to the limited partners of Ashford Hospitality Limited Partnership, Ashford Trust's operating partnership. Also includes Common Partnership Units issued to the Reporting Person in connection with the Spin-Off on November 19, 2013. 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/ David A. Brooks 2015-07-29