X0306 4 2019-03-24 0 0001232582 ASHFORD HOSPITALITY TRUST INC AHT 0001608195 Eubanks Deric S 14185 DALLAS PARKWAY, SUITE 1100 DALLAS TX 75254 0 1 0 0 CFO and Treasurer Common Stock 2019-03-24 4 F 0 8442 4.61 D 442604 D Common Stock 2215 I By spouse's IRA Performance Stock Units (2019) 0.00 2021-12-31 2021-12-31 Common Stock 107415 107415 D Performance Stock Units (2018) 0.00 2021-03-13 2021-03-13 Common Stock 90545 90545 D Performance Stock Units (2017) 0.00 2020-03-23 2020-03-23 Common Stock 104000 104000 D Common Limited Partnership Units 0.00 Common Stock 139616 139616 D 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 vesting of restricted stock held by the Reporting Person. Represents the closing price of the common stock on March 22, 2019, the last trading day before the date of forfeiture. Each performance stock unit ("Performance Stock Unit") award represents a right to receive between zero (0) and two (2) shares of the Issuer's common stock if and when the applicable vesting criteria have been achieved. Represents a stock grant from the Issuer under the Issuer's 2011 Stock Incentive Plan. 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 March 23, 2020 (with respect to the 2017 Performance Stock Units award), March 13, 2021 (with respect to the 2018 Performance Stock Units award) and December 31, 2021 (with respect to the 2019 Performance Stock Units award). Common Limited Partnership Units of the Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary (the "Subsidiary") ("Common Units"). 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. The Common Units do not have an expiration date. Reflects adjustment from number of units previously reported to give effect to the adoption of Amendment No. 5 to the Seventh Amended and Restated Agreement of Limited Partnership of the Subsidiary (the "Subsidiary Agreement Amendment"), which was adopted for the purpose of creating additional common partnership units of the Subsidiary and the recapitalization of the common partnership units so that the Conversion Factor (as defined in the Subsidiary Agreement Amendment) became 1.0. Reflects aggregate number of Common Units currently held by the Reporting Person, some of which have been converted from special long-term incentive partnership units of the Subsidiary by the Reporting Person. See Footnote 5 discussing the convertibility of the Common Units. /s/ Deric S. Eubanks 2019-03-26