SEC FORM 4

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

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/11/2020		A⁽¹⁾		225,000	A	$0.00⁽¹⁾	462,643	D
Common Stock								761,184	I	By MJB Investments, LP
Common Stock								358,317	I	By Dartmore, LP
Common Stock								74,000	I	By Reserve, LP IV

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units (2020)⁽²⁾	$0.00⁽²⁾	03/11/2020		A⁽³⁾		225,000⁽⁴⁾		12/31/2022	12/31/2022	Common Stock	225,000⁽⁴⁾	$0.00⁽³⁾	225,000⁽⁴⁾	D
Performance Stock Units (2019)⁽²⁾	$0.00⁽²⁾							12/31/2021	12/31/2021	Common Stock	237,643⁽⁴⁾		237,643⁽⁴⁾	D
Performance LTIP Units (2018)⁽⁵⁾	$0.00⁽⁵⁾							03/13/2021	03/13/2021	Common Stock	400,641⁽⁶⁾		400,641⁽⁶⁾	D
Special Limited Partnership Units⁽⁷⁾	$0.00⁽⁷⁾							⁽⁸⁾	⁽⁹⁾	Common Stock	200,321⁽⁷⁾		200,321⁽¹⁰⁾	D
Special Limited Partnership Units⁽⁷⁾	$0.00⁽⁷⁾							⁽⁸⁾	⁽⁹⁾	Common Stock	714,845⁽⁷⁾		714,845⁽¹⁰⁾	I	By MJB Operating, LP
Performance LTIP Units (2017)⁽⁵⁾	$0.00⁽⁵⁾							03/23/2020	03/23/2020	Common Stock	610,032⁽⁶⁾		610,032⁽⁶⁾	I	By MJB Operating, LP
Common Limited Partnership Units⁽¹¹⁾	$0.00⁽¹¹⁾							⁽¹¹⁾	⁽⁹⁾	Common Stock	966,772⁽¹¹⁾		966,772⁽¹²⁾	I	By MJB Operating, LP
Common Limited Partnership Units⁽¹¹⁾	$0.00⁽¹¹⁾							⁽¹¹⁾	⁽⁹⁾	Common Stock	2,535,930⁽¹¹⁾		2,535,930⁽¹²⁾	I	By Dartmore, LP
Common Limited Partnership Units⁽¹¹⁾	$0.00⁽¹¹⁾							⁽¹¹⁾	⁽⁹⁾	Common Stock	177,072⁽¹¹⁾		177,072⁽¹²⁾	I	By MJB Investments, LP
Common Limited Partnership Units⁽¹¹⁾	$0.00⁽¹¹⁾							⁽¹¹⁾	⁽⁹⁾	Common Stock	549,662⁽¹¹⁾		549,662⁽¹²⁾	I	By Reserve, LP IV
Common Limited Partnership Units⁽¹¹⁾	$0.00⁽¹¹⁾							⁽¹¹⁾	⁽⁹⁾	Common Stock	396,849⁽¹¹⁾		396,849⁽¹²⁾	I	By Reserve, LP III
Common Limited Partnership Units⁽¹¹⁾	$0.00⁽¹¹⁾							⁽¹¹⁾	⁽⁹⁾	Common Stock	471,571⁽¹¹⁾		471,571⁽¹²⁾⁽¹³⁾	I	By Ashford Financial Corporation

Explanation of Responses:

1. The Reporting Person received the shares pursuant to a stock grant from the Issuer under the Issuer's 2011 Stock Incentive Plan. Such shares vest in three (3) substantially equal installments on the first three (3) anniversaries following the date of grant.

2. Each performance stock unit ("Performance Stock Unit") award represents a right to receive between zero (0) and two (2) shares of the Issuer's common stock if and when the applicable vesting criteria have been achieved.

3. The Reporting Person received the Performance Stock Units pursuant to a grant from the Issuer under the Issuer's 2011 Stock Incentive Plan.

4. 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% of the target number of Performance Stock Units reported, 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 returns, the Performance Stock Units, as adjusted, will generally vest on December 31, 2021 (with respect to the 2019 grant) and December 31, 2022 (with respect to the 2020 grant). One-third of the Performance Stock Units granted in 2020 will be eligible to vest (at up to 200% of target) based on performance during the first year of the performance period.

5. Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit (as defined below) subject to specified performance-based vesting criteria.

6. Represents the maximum number of LTIP Units (as defined below) 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) and March 13, 2021 (with respect to the 2018 grant). See Footnote 7 discussing the convertibility of vested LTIP Units.

7. 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 11 discussing the convertibility of the Common Units.

8. The LTIP Units reported herein vest in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant. See Footnote 7 discussing the convertibility of vested LTIP Units.

9. Neither the Common Units nor the LTIP Units have an expiration date.

10. 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.

11. 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.

12. 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 11 discussing the convertibility of the Common Units.

13. Reflects only the Reporting Person's pecuniary interest in the aggregate number of Common Units held directly by Ashford Financial Corporation. The Reporting Person hereby disclaims any interest in all other securities of the Issuer held directly by Ashford Financial Corporation.

	/s/ Monty J. Bennett	03/13/2020
	** Signature of Reporting Person	Date
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