SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Bennett Monty J

(Last) (First) (Middle)
14185 DALLAS PARKWAY
SUITE 1100

(Street)
DALLAS TX 75254

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Ashford Inc. [ AINC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO and Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
11/13/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/13/2020 A(1) 4,276 A $0(1) 120,082 D
Common Stock 18,816 I By MJB Operating, LP
Common Stock 118,290 I By MJB Investments LP
Common Stock 62,116 I By Dartmore LP
Common Stock 13,408 I By Reserve, LP IV
Common Stock 8,918 I By Reserve, LP III
Common Stock 10,597.5(2) I By Ashford Financial Corporation
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Convertible Preferred Stock(3) $0.21(3) (3) (3) Common Stock 1,924,957(3) 9,047,300 I By MJB Investments LP
Series D Convertible Preferred Stock(4) $0.21(4) (4) (4) Common Stock 17,021(4) 80,000 I By Trust(4)
Series D Convertible Preferred Stock(5) $0.21(5) (5) (5) Common Stock 32,340(5) 152,000 D
Stock Options (right to purchase) $61.12 02/27/2022 02/27/2029 Common Stock 90,000 90,000 D
Stock Options (right to purchase) $94.96 03/14/2021 03/14/2028 Common Stock 77,206 77,206 D
Stock Options (right to purchase) $57.71 10/03/2020 10/03/2027 Common Stock 50,000 50,000 D
Stock Options (right to purchase) $57.34 04/18/2020 04/18/2027 Common Stock 50,000 50,000 I By MJB Operating, LP
Stock Options (right to purchase) $45.59 03/31/2019 03/31/2026 Common Stock 100,000 100,000 I By MJB Operating, LP
Stock Options (right to purchase) $85.97 12/11/2017 12/11/2022 Common Stock 95,000 95,000 I By MJB Operating, LP
Common Units(6) $0.00(6) (6) (6) Common Stock(6) 143.04 143.04 I By MJB Operating, LP
Common Units(6) $0.00(6) (6) (6) Common Stock(6) 501.6 501.6 I By Dartmore LP
Common Units(6) $0.00(6) (6) (6) Common Stock(6) 35.91 35.91 I By MJB Investments LP
Common Units(6) $0.00(6) (6) (6) Common Stock(6) 109.24 109.24 I By Reserve, LP IV
Common Units(6) $0.00(6) (6) (6) Common Stock(6) 78.67 78.67 I By Reserve, LP III
Common Units(6) $0.00(6) (6) (6) Common Stock(6) 93.18(2) 93.18(2) I By Ashford Financial Corporation
Stock Units under Deferred Compensation Plan(7) (7) (7) (7) Common Stock 195,579 195,579(7) D
Explanation of Responses:
1. The Reporting Person received the shares of Common Stock as payment of base salary in lieu of cash.
2. Reflects the Reporting Person's pecuniary interest in such securities held directly by Ashford Financial Corporation, of which the Reporting Person is a shareholder. The Reporting Person disclaims any beneficial interest in any other Common Units (as defined below) or any shares of the Issuer's common stock (or securities convertible into shares of the Issuer's common stock) held directly or indirectly by Ashford Financial Corporation.
3. Such 9,047,300 of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 1,924,957 shares of the Issuer's common stock at a conversion ratio equal to the liquidation preference of a share of Series D Convertible Preferred Stock, par value $25.00, divided by $117.50, subject to adjustment (the "Conversion Ratio").
4. In connection with the transactions contemplated by the Combination Agreement, the 80,000 shares of Series B Convertible Preferred Stock beneficially owned by a trust for the benefit of one of the Reporting Person's minor children were converted on a one-for-one basis into 80,000 shares of Series D Convertible Preferred Stock. Such 80,000 shares of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 17,021 shares of the Issuer's common stock at the Conversion Ratio.
5. In connection with the transactions contemplated by the Combination Agreement, the Reporting Person received 152,000 shares of Series D Convertible Preferred Stock. Such 152,000 shares of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 32,340 shares of the Issuer's common stock at the Conversion Ratio.
6. Common units ("Common Units") in Ashford Hospitality Advisors LLC, the Issuer's operating subsidiary, owned by 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. The Common Units have no expiration date.
7. Each Stock Unit entitles the Reporting Person to receive one share of the Issuer's common stock on the date (or dates) elected by the Reporting Person under the Ashford Inc. Amended and Restated Nonqualified Deferred Compensation Plan (originally adopted by Ashford Hospitality Trust, Inc., effective January 1, 2008) assumed by the Issuer, effective November 12, 2014.
/s/ Monty J. Bennett 11/13/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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