Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
BENNETT ARCHIE JR
2. Issuer Name and Ticker or Trading Symbol
Ashford Inc. [AINC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

14185 DALLAS PARKWAY, SUITE 1100
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018
(Street)


DALLAS, TX 75254
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock     3(1)         D  
Common Stock     3(1)         I By 1080 Partners, LP
Common Stock 09/28/2018   M4 835 A $ (2) 37,279 D  
Common Stock 12/31/2018   M4 836 A $ (3) 38,115 D  

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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 Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units (4) $ 0 (4)     3(1)       (4)   (4) Common Stock
152.7
  152.7
D
 
Common Units (4) $ 0 (4)     3(1)       (4)   (4) Common Stock
501.6
  501.6
I
By 1080 Partners, LP
Series B Convertible Preferred Stock (5) $ 0.18 (5) 08/08/2018(5)   J(8) 4,000,000   08/08/2018(5)   (4) Common Stock
714,286
$ 0 (5) 4,000,000
D
 
Stock Units under Deferred Compensation Plan       3(1)       (6)   (6) Common Stock
9,834
  9,834
D
 
Stock Units under Deferred Compensation Plan   09/28/2018   M4   835   (6)   (6) Common Stock
835
(2) 8,999
D
 
Stock Units under Deferred Compensation Plan   12/31/2018   M4   836   (6)   (6) Common Stock
836
(3) 8,163
D
 
Series B Convertible Preferred Stock (5) $ 0.18 (5) 12/31/2018   G   40,000 08/08/2018(5)   (4) Common Stock
7,142.9
$ 0 3,960,000
D
 
Series B Convertible Preferred Stock (5) $ 0.18 (5) 12/31/2018   G   40,000 08/08/2018(5)   (4) Common Stock
7,142.9
$ 0 3,920,000
D
 
Series B Convertible Preferred Stock (5) $ 0.18 (5) 12/31/2018   G   40,000 08/08/2018(5)   (4) Common Stock
7,142.9
$ 0 3,880,000
D
 
Series B Convertible Preferred Stock (5) $ 0.18 (5) 12/31/2018   G   40,000 08/08/2018(5)   (4) Common Stock
7,142.9
$ 0 3,840,000
D
 
Series B Convertible Preferred Stock (5) $ 0.18 (5) 12/31/2018   G   40,000 08/08/2018(5)   (4) Common Stock
7,142.9
$ 0 3,800,000
D
 
Series B Convertible Preferred Stock (5) $ 0.18 (5) 12/31/2018   G   40,000 08/08/2018(5)   (4) Common Stock
7,142.9
$ 0 3,760,000
D
 
Series B Convertible Preferred Stock (5) $ 0.18 (5) 12/31/2018   G   40,000 08/08/2018(5)   (4) Common Stock
7,142.9
$ 0 3,720,000
D
 
Series B Convertible Preferred Stock (5) $ 0.18 (5) 12/31/2018   G 40,000   08/08/2018(5)   (4) Common Stock
7,142.9
$ 0 40,000
I
By Trusts (7)
Series B Convertible Preferred Stock (5) $ 0.18 (5) 12/31/2018   G 40,000   08/08/2018(5)   (4) Common Stock
7,142.9
$ 0 40,000
I
By Trusts (7)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BENNETT ARCHIE JR
14185 DALLAS PARKWAY
SUITE 1100
DALLAS, TX 75254
    X    

Signatures

/s/ Archie Bennett, Jr. 02/14/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Reporting Person owned the shares of common stock, the stock units under the Deferred Compensation Plan (as defined below) and Common Units (as defined below) on August 8, 2018, the date on which the Reporting Person became a 10% owner.
(2) On September 28, 2018, the Reporting Person received 835 shares of the Issuer's common stock in settlement of an equal number of stock units held under the Ashford Inc. Amended and Restated Nonqualified Deferred Compensation Plan (originally adopted by Ashford Hospitality Trust, Inc., effective January 1, 2008) assumed by Ashford Inc., effective November 12, 2014 (the "Deferred Compensation Plan").
(3) On December 31, 2018, the Reporting Person received 836 shares of the Issuer's common stock in settlement of an equal number of stock units held under the Deferred Compensation Plan.
(4) The common units ("Common Units") in Ashford Hospitality Advisors LLC, the Issuer's operating subsidiary, owned by the Reporting Person 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.
(5) In connection with the transactions contemplated by the Combination Agreement, dated August 8, 2018, among the Issuer, the Reporting Person, Monty Bennett, Remington Holdings, L.P., Remington Holdings GP, LLC, Project Management LLC, MJB Investments, L.P., Mark A. Sharkey, Ashford Holding Corp. and Ashford Merger Sub Inc., the Reporting Person, directly or indirectly through certain affiliates, acquired 4,000,000 shares of Series B Convertible Preferred Stock as reported herein. Such 4,000,000 shares of Series B Convertible Preferred Stock are convertible at any time and from time to time, in full or partially, into 714,286 shares of the Issuer's common stock at a conversation ratio equal to the liquidation preference of a share of Series B Convertible Preferred Stock, par value $25.00, divided by $140, subject to adjustment.
(6) 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 Deferred Compensation Plan.
(7) The Series B Convertible Preferred Stock listed here are held in two separate trusts, each of which hold 40,000 shares of Series B Convertible Preferred Stock. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person herein states that this filing shall not be deemed an admission that he is the beneficial owner of any such interests, and disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest therein.
(8) Transaction Code J3: See footnote 5.

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