0001104659-24-032499.txt : 20240308
0001104659-24-032499.hdr.sgml : 20240308
20240308175258
ACCESSION NUMBER: 0001104659-24-032499
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240306
FILED AS OF DATE: 20240308
DATE AS OF CHANGE: 20240308
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Eubanks Deric S
CENTRAL INDEX KEY: 0001608195
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35972
FILM NUMBER: 24735926
MAIL ADDRESS:
STREET 1: 14185 DALLAS PARKWAY
STREET 2: SUITE 1100
CITY: DALLAS
STATE: TX
ZIP: 75254
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Braemar Hotels & Resorts Inc.
CENTRAL INDEX KEY: 0001574085
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
ORGANIZATION NAME: 05 Real Estate & Construction
IRS NUMBER: 462488594
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
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
4
1
tm248317-2_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2024-03-06
0
0001574085
Braemar Hotels & Resorts Inc.
BHR
0001608195
Eubanks Deric S
14185 DALLAS PARKWAY
SUITE 1200
DALLAS
TX
75254
0
1
0
0
CFO and Treasurer
0
Common Stock
2024-03-06
4
M
0
223992
A
339574
D
Common Stock
2024-03-06
4
A
0
25941
A
365515
D
Common Stock
2024-03-06
4
F
0
60859
2.29
D
304656
D
Common Stock
533
I
By spouse's IRA
Performance Stock Units (2021)
0.00
2024-03-06
4
A
0
111996
A
2023-12-31
2023-12-31
Common Stock
223992
223992
D
Performance Stock Units (2021)
0.00
2024-03-06
4
M
0
223992
D
2023-12-31
2023-12-31
Common Stock
0
0
D
Performance LTIP Units (2022)
0.00
2024-12-31
2024-12-31
Common Stock
201930
201930
D
Performance Stock Units (2023)
0.00
2025-12-31
2025-12-31
Common Stock
88747
88747
D
Each performance stock unit ("Performance Stock Unit") award represents the right, upon achievement of certain specified performance-based vesting criteria, to receive up to two (2) shares of the Issuer's common stock.
Represents dividend equivalent rights that accrued on a Performance Stock Unit award pursuant to the dividend reinvestment feature of the award. Each dividend equivalent right is the economic equivalent of one share of the Issuer's common stock and is settled in common stock.
Represents shares of common stock forfeited to the Issuer to satisfy certain tax-withholding obligations of the Reporting Person arising as a result of the award of dividend equivalent rights and the vesting of Performance Stock Units, restricted stock and common stock held by the Reporting Person.
Represents the closing price of the common stock on February 26, 2024, the last trading day before the date of forfeiture.
Represents the target number of common stock shares that may be issued pursuant to the award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 200% of the target number of Performance Stock Units reported, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder returns, the Performance Stock Units, as adjusted, will generally vest on December 31, 2023 (with respect to the 2021 grant) and December 31, 2025 (with respect to the 2023 grant).
Each performance LTIP unit ("Performance LTIP Unit") award represents a special long-term incentive partnership unit ("LTIP Unit"), in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary, subject to specified performance-based vesting criteria.
Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 200% of the target number of LTIP Units. The actual number of Performance LTIP Units that may vest can range from 0% to 200% of the target number of Performance LTIP Units, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder return, the Performance LTIP Units, will generally vest on December 31, 2024. Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units ("Common Units"), are convertible into Common Units at the option of the Reporting Person. Common Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis.
/s/ Deric S. Eubanks
2024-03-08