X0306 4 2017-04-27 0 0001574085 Ashford Hospitality Prime, Inc. AHP 0001688739 Stockton Richard J 14185 DALLAS PARKWAY SUITE 1100 DALLAS TX 75254 0 1 0 0 President and CEO Common Stock 2017-04-27 4 A 0 5882 0 A 255116 D Performance Stock Units 0 2017-04-27 4 A 0 5882 0 A 2019-12-31 2019-12-31 Common Stock 5882 5882 D The Reporting Person received the shares pursuant to a stock grant from the Issuer under the Issuer's 2013 Equity Incentive Plan (the "Plan"). Such shares vest in three (3) substantially equal installments on the first three anniversaries of the date of grant. Such award is subject to approval, by the Issuer's shareholders, of an amendment to the Plan to increase the number of shares of common stock available thereunder. The Reporting Person received the Performance Stock Units (as defined below) pursuant to an award granted by the Issuer under the Issuer's 2013 Equity Incentive Plan. Such award is subject to approval, by the Issuer's shareholders, of an amendment to the Plan to increase the number of shares of common stock available thereunder. 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 share amount that may be issued pursuant to such 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 number of Performance Stock Units awarded, based on achievement of a specified relative total stockholder returns. Assuming continued service through the vesting date and achievement of the specified performance-based vesting criteria, the Performance Stock Units, as adjusted, will generally vest on December 31, 2019. /s/ RICHARD J. STOCKTON 2017-05-01