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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | 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 control number. | SEC 2270 (9-02) |
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) |
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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Common Units (4) | $ 0 (4) | Â | Â | 3(1) | Â | Â | Â (4) | Â (4) | Common Stock | Â | 152.7 | Â | ||
Common Units (4) | $ 0 (4) | Â | Â | 3(1) | Â | Â | Â (4) | Â (4) | Common Stock | Â | 501.6 | By 1080 Partners, LP | ||
Series B Convertible Preferred Stock (5) | $ 0.18 (5) | 08/08/2018(5) | Â | J(8) | 4,000,000 | Â | 08/08/2018(5) | Â (4) | Common Stock | $ 0 (5) | 4,000,000 | Â | ||
Stock Units under Deferred Compensation Plan | Â | Â | Â | 3(1) | Â | Â | Â (6) | Â (6) | Common Stock | Â | 9,834 | Â | ||
Stock Units under Deferred Compensation Plan | Â | 09/28/2018 | Â | M4 | Â | 835 | Â (6) | Â (6) | Common Stock | (2) | 8,999 | Â | ||
Stock Units under Deferred Compensation Plan | Â | 12/31/2018 | Â | M4 | Â | 836 | Â (6) | Â (6) | Common Stock | (3) | 8,163 | Â | ||
Series B Convertible Preferred Stock (5) | $ 0.18 (5) | 12/31/2018 | Â | G | Â | 40,000 | 08/08/2018(5) | Â (4) | Common Stock | $ 0 | 3,960,000 | Â | ||
Series B Convertible Preferred Stock (5) | $ 0.18 (5) | 12/31/2018 | Â | G | Â | 40,000 | 08/08/2018(5) | Â (4) | Common Stock | $ 0 | 3,920,000 | Â | ||
Series B Convertible Preferred Stock (5) | $ 0.18 (5) | 12/31/2018 | Â | G | Â | 40,000 | 08/08/2018(5) | Â (4) | Common Stock | $ 0 | 3,880,000 | Â | ||
Series B Convertible Preferred Stock (5) | $ 0.18 (5) | 12/31/2018 | Â | G | Â | 40,000 | 08/08/2018(5) | Â (4) | Common Stock | $ 0 | 3,840,000 | Â | ||
Series B Convertible Preferred Stock (5) | $ 0.18 (5) | 12/31/2018 | Â | G | Â | 40,000 | 08/08/2018(5) | Â (4) | Common Stock | $ 0 | 3,800,000 | Â | ||
Series B Convertible Preferred Stock (5) | $ 0.18 (5) | 12/31/2018 | Â | G | Â | 40,000 | 08/08/2018(5) | Â (4) | Common Stock | $ 0 | 3,760,000 | Â | ||
Series B Convertible Preferred Stock (5) | $ 0.18 (5) | 12/31/2018 | Â | G | Â | 40,000 | 08/08/2018(5) | Â (4) | Common Stock | $ 0 | 3,720,000 | Â | ||
Series B Convertible Preferred Stock (5) | $ 0.18 (5) | 12/31/2018 | Â | G | 40,000 | Â | 08/08/2018(5) | Â (4) | Common Stock | $ 0 | 40,000 | By Trusts (7) | ||
Series B Convertible Preferred Stock (5) | $ 0.18 (5) | 12/31/2018 | Â | G | 40,000 | Â | 08/08/2018(5) | Â (4) | Common Stock | $ 0 | 40,000 | By Trusts (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BENNETT ARCHIE JR 14185 DALLAS PARKWAY SUITE 1100 DALLAS, TX 75254 |
 |  X |  |  |
/s/ Archie Bennett, Jr. | 02/14/2019 | |
**Signature of Reporting Person | Date |
* | 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. |