X0306 4 2015-07-27 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 2015-07-27 4 J 0 2468 0 A 17728 D LTIP Units 0 Common Partnership Units 7500 7500 D Common Partnership Units 0 2015-07-27 4 J 0 225.1 0 A Common Stock 225.1 1325.1 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. 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. 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. 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/ W. Michael Murphy 2015-07-29