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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Hays J Robison III

(Last) (First) (Middle)
14185 DALLAS PARKWAY, SUITE 1200

(Street)
DALLAS TX 75254

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ASHFORD HOSPITALITY TRUST INC [ AHT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2021
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 05/12/2021 A 543,000 A $0.00(1) 934,622(2) D
Common Stock 05/12/2021 A(3) 427,525 A $0.00(3) 481,622(2) D
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
Performance Stock Units (2021)(4) $0.00(4) 05/12/2021 A(5) 427,525(6) 12/31/2023 12/31/2023 Common Stock 427,525(6) $0.00(5) 427,525(6) D
Performance Stock Units (2020)(4) $0.00(4) 12/31/2022 12/31/2022 Common Stock 10,000(6) 10,000(2)(6) D
Performance LTIP Units (2019)(7) $0.00(7) 12/31/2021 12/31/2021 Common Stock 21,483(8) 21,483(2)(8) D
Special Limited Partnership Units(9) $0.00(9) (10) (11) Common Stock 3,580(9) 3,580(2)(12) D
Common Limited Partnership Units(13) $0.00(13) (13) (11) Common Stock 43,224(13) 43,224(2)(14) D
Explanation of Responses:
1. On December 12, 2020, the Issuer approved an award to the Reporting Person of a restricted stock grant of 543,000 shares of the Issuer's Common Stock, subject to approval of the Company's stockholders at the Company's Annual Meeting on May 12, 2021 of the Issuer's 2021 Stock Incentive Plan (the "Plan"). Such approval was obtained on May 12, 2021. Restricted shares will generally vest in three equal installments on each of May 14, 2021, May 14, 2022 and May 14, 2023, subject to accelerated vesting upon certain specified events.
2. The shares shown have been adjusted to reflect the Issuer's reverse stock split of its outstanding shares of common stock on a 1-for-10 basis that occurred on July 15, 2020.
3. On March 8, 2021, the Issuer approved this award of restricted stock to the Reporting Person pursuant to a restricted stock grant from the Issuer under the Plan, subject to approval of the Plan by the Company's stockholders at the Company's Annual Meeting on May 12, 2021 (which approval was obtained). Such shares generally vest in three (3) substantially equal installments on the first three (3) anniversaries following March 8, 2021, subject to accelerated vesting on certain specified events.
4. Each performance stock unit ("Performance Stock Unit") award granted in 2020 represents a right to receive between 0% and 200% of the target number of Performance Stock Units reflected in the table. Each Performance Stock Unit award granted in 2021 represents a right to receive between 0% and 250% of the target number of Performance Stock Units reflected in the table.
5. The Reporting Person received the 2021 Performance Stock Units pursuant to a grant from the Issuer under the Issuer's 2021 Stock Incentive Plan, and the 2020 Performance Stock Units pursuant to a grant under the Issuer's 2011 Stock Incentive Plan.
6. 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% (in the case of 2020 Performance Stock Units) or 0% to 250% (in the case of 2021 Performance Stock Units) of the target number of Performance Stock Units reported, based on achievement of specified performance metrics. Assuming continued service through the vesting date and minimum achievement of the specified performance metrics, the Performance Stock Units will generally vest on December 31, 2022 (with respect to the 2020 grant) and December 31, 2023 (with respect to the 2021 grant).
7. Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit (as defined below) subject to specified performance-based vesting criteria.
8. 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 March 23, 2020 (with respect to the 2017 grant), March 13, 2021 (with respect to the 2018 grant) and December 31, 2021 (with respect to the 2019 grant). See Footnote 9 discussing the convertibility of vested LTIP Units.
9. Represents special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Units (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 13 discussing the convertibility of the Common Units.
10. The LTIP Units acquired by the Reporting Person, as reported herein, vest in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant. See Footnote 9 discussing the convertibility of vested LTIP Units.
11. Neither the Common Units nor the LTIP Units have an expiration date.
12. Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes.
13. Common Limited Partnership Units of 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.
14. Reflects the aggregate number of Common Units currently held directly or indirectly, as noted, by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 13 discussing the convertibility of the Common Units.
/s/ J. Robison Hays, III 05/14/2021
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.