0001104659-19-064894.txt : 20191118 0001104659-19-064894.hdr.sgml : 20191118 20191118080111 ACCESSION NUMBER: 0001104659-19-064894 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191118 DATE AS OF CHANGE: 20191118 GROUP MEMBERS: ASHFORD TRS YOUNTVILLE LLC GROUP MEMBERS: BRAEMAR HOSPITALITY LIMITED PARTNERSHIP GROUP MEMBERS: BRAEMAR OP GENERAL PARTNER LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ashford Inc. CENTRAL INDEX KEY: 0001604738 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 465292553 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88416 FILM NUMBER: 191226187 BUSINESS ADDRESS: STREET 1: 14185 DALLAS PARKWAY STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 BUSINESS PHONE: (972) 490-9600 MAIL ADDRESS: STREET 1: 14185 DALLAS PARKWAY STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 FORMER COMPANY: FORMER CONFORMED NAME: Ashford Inc DATE OF NAME CHANGE: 20140403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Braemar Hotels & Resorts Inc. CENTRAL INDEX KEY: 0001574085 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 462488594 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 14185 DALLAS PARKWAY STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 BUSINESS PHONE: (972) 490-9600 MAIL ADDRESS: STREET 1: 14185 DALLAS PARKWAY STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 FORMER COMPANY: FORMER CONFORMED NAME: Ashford Hospitality Prime, Inc. DATE OF NAME CHANGE: 20130410 SC 13D/A 1 a19-23099_2sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13D

 

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

 

Ashford Inc.

(Name of Issuer)

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

044104-10-7

(CUSIP Number)

 

Robert G. Haiman

14185 Dallas Parkway, Suite 1100

Dallas, Texas 75254

(972) 490-9600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

November 5, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 044104-10-7

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
Braemar Hotels & Resorts Inc.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Maryland

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

2

 

CUSIP No. 044104-10-7

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
Braemar Hospitality Limited Partnership

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

3

 

CUSIP No. 044104-10-7

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
Braemar OP General Partner LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person (See Instructions)
OO

 

4

 

CUSIP No. 044104-10-7

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
Ashford TRS Yountville LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

5

 

CUSIP No. 044104-10-7

SCHEDULE 13D

 

 

This amendment No. 4 to Schedule 13D (this “Amendment No. 4”) amends and supplements the Schedule 13D filed on August 10, 2015 (the “Initial Statement” and, as amended and supplemented through the date of this Amendment No. 4, collectively the “Statement”), by the undersigned, relating to the Common Stock, par value $0.01 per share (the “Common Stock”), of Ashford Inc., a Maryland corporation (the “Issuer”). Capitalized terms used and not defined in this Amendment No. 4 shall have the meaning ascribed to them in the Statement.

 

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

 

Except as specifically supplemented by this Amendment No. 4, the Statement is unchanged.

 

Item 4.                                  Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

 

On November 5, 2019, Braemar completed its previously announced distribution of the 174,983 shares of the Issuer’s Common Stock owned by Braemar through a pro rata taxable dividend to Braemar common stockholders and unitholders of record as of the Record Date. As a result, Braemar no longer has any ownership interest in the Issuer.

 

Item 5.                                  Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a), (b), (c) The Reporting Persons no longer own any shares of Common Stock of the Issuer, as set forth in Item 4, which is incorporated by reference herein.

 

(d) Not applicable

 

(e) On November 5, 2019, as a result of the transactions described in this Amendment No. 4, the Reporting Persons ceased to be beneficial owners of more than 5% of the Issuer’s outstanding Common Stock.

 

6

 

CUSIP No. 044104-10-7

SCHEDULE 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: November 18, 2019

 

 

BRAEMAR HOTELS & RESORTS INC.

 

 

 

 

By:

/s/ Robert G. Haiman

 

 

Robert G. Haiman

 

 

Executive Vice President, General Counsel and Secretary

 

 

 

 

 

 

 

BRAEMAR HOSPITALITY LIMITED PARTNERSHIP

 

 

 

 

By:

Braemar OP General Partner LLC, its general partner

 

 

 

 

By:

/s/ Robert G. Haiman

 

 

Robert G. Haiman

 

 

Executive Vice President, General Counsel and Secretary

 

 

 

 

 

 

 

BRAEMAR OP GENERAL PARTNER LLC

 

 

 

 

By:

/s/ Robert G. Haiman

 

 

Robert G. Haiman

 

 

Executive Vice President, General Counsel and Secretary

 

 

 

 

 

 

 

ASHFORD TRS YOUNTVILLE LLC

 

 

 

 

By:

/s/ Robert G. Haiman

 

 

Robert G. Haiman

 

 

Executive Vice President, General Counsel and Secretary

 

7