0001769005-19-000001.txt : 20190319 0001769005-19-000001.hdr.sgml : 20190319 20190319153846 ACCESSION NUMBER: 0001769005-19-000001 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190319 DATE AS OF CHANGE: 20190319 SUBJECT COMPANY: 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87737 FILM NUMBER: 19691467 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Said Wafic Rida CENTRAL INDEX KEY: 0001769005 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 14 RUE DU RHONE CITY: GENEVA STATE: V8 ZIP: 1204 SC 13G 1 WRS_BHR-SC13g.January2019.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No._)* Braemar Hotels & Resorts Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 10482B101 (CUSIP Number) January 24, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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. 10482B101 (1) NAMES OF REPORTING PERSONS Al Shams Investments Limited (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey (5) SOLE VOTING POWER (6) SHARED VOTING POWER 1,640,000 (7) SOLE DISPOSITIVE POWER (8) SHARED DISPOSITIVE POWER 1,640,000 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,640,000 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.04% (12) TYPE OF REPORTING PERSON CO CUSIP No. 10482B101 (1) NAMES OF REPORTING PERSONS Safingest International SA (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION Panama (5) SOLE VOTING POWER (6) SHARED VOTING POWER 1,640,000 (7) SOLE DISPOSITIVE POWER (8) SHARED DISPOSITIVE POWER 1,640,000 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,640,000 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.04% (12) TYPE OF REPORTING PERSON CO CUSIP No. 10482B101 (1) NAMES OF REPORTING PERSONS Wafic Rida Said (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION Canada (5) SOLE VOTING POWER (6) SHARED VOTING POWER 1,640,000 (7) SOLE DISPOSITIVE POWER (8) SHARED DISPOSITIVE POWER 1,640,000 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,640,000 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.04% (12) TYPE OF REPORTING PERSON IN ITEM 1(a). NAME OF ISSUER: Braemar Hotels & Resorts Inc. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 14185 Dallas Parkway, Suite 1100 Dallas Texas 75254 ITEM 2(a). NAME OF PERSON FILING: Al Shams Investments Limited Safingest International SA Wafic Rida Said ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: Al Shams Investments Limited 5B Waterloo Lane Pembroke HM 08 Bermuda Safingest International SA c/o Summit Trust International SA 6 Place des Eaux-Vives 1207 Geneva Switzerland Wafic Rida Said 61B Residence Saint Georges, Bloc B 3 Av. De L'Annonciade 98000 Monaco ITEM 2(c). CITIZENSHIP: Al Shams Investments Limited - Guernsey Safingest International SA - Panama Wafic Rida Said - Canada ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock ITEM 2(e). CUSIP NUMBER: 10482B101 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b) or 240.13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); (e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J); (k) [ ] Group, in accordance with Section 240.13d- 1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ITEM 4. OWNERSHIP (a) Amount beneficially owned: 1,640,000 (b) Percent of Class: 5.04% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: (ii) Shared power to vote or to direct the vote: 1,640,000 (iii) Sole power to dispose or direct the disposition of: (iv) Shared power to dispose or direct the disposition of: 1,640,000 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ] ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: ITEM 9. NOTICE OF DISSOLUTION OF GROUP: ITEM 10. CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Section 240.14a-11. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 8, 2019 Wafic Rida Said By: /s/ Mark Crockwell Name: Mark Crockwell Title: Attorney-In-Fact Attention - Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).