0001104659-24-036202.txt : 20240319 0001104659-24-036202.hdr.sgml : 20240319 20240319170209 ACCESSION NUMBER: 0001104659-24-036202 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240315 FILED AS OF DATE: 20240319 DATE AS OF CHANGE: 20240319 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: 24764769 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 tm249213-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-03-15 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 2024-03-15 4 F 0 14657 1.93 D 289999 D Common Stock 533 I By spouse's IRA 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 Represents shares of common stock forfeited to the Issuer to satisfy tax-withholding obligations arising as a result of the vesting of restricted stock held by the Reporting Person. Represents the closing price of the common stock on March 14, 2024, the last trading day before the date of forfeiture. 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. 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 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, 2025 (with respect to the 2023 grant). /s/ Deric S. Eubanks 2024-03-19