0000909143-13-000041.txt : 20131113 0000909143-13-000041.hdr.sgml : 20131113 20131113200132 ACCESSION NUMBER: 0000909143-13-000041 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131108 FILED AS OF DATE: 20131113 DATE AS OF CHANGE: 20131113 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ashford Hospitality Prime, Inc. CENTRAL INDEX KEY: 0001574085 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 462488594 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 14185 DALLAS PARKWAY STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 BUSINESS PHONE: (972) 490-9600 MAIL ADDRESS: STREET 1: 14185 DALLAS PARKWAY STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ASHFORD HOSPITALITY TRUST INC CENTRAL INDEX KEY: 0001232582 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35972 FILM NUMBER: 131216338 BUSINESS ADDRESS: STREET 1: 14185 DALLAS PARKWAY SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 BUSINESS PHONE: 9724909600 MAIL ADDRESS: STREET 1: 14185 DALLAS PARKWAY SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2013-11-08 0 0001574085 Ashford Hospitality Prime, Inc. AHP 0001232582 ASHFORD HOSPITALITY TRUST INC 14185 DALLAS PARKWAY SUITE 1100 DALLAS TX 75254 0 0 1 0 Common Stock 2013-11-08 4 J 0 16113299 A 16113399 D Common Stock 2013-11-08 4 J 0 16113299 D 100 D Common Stock 2013-11-08 4 J 0 100 D 0 D Limited Partnership Units 0 2013-11-08 4 J 0 4977853.1 A Common Stock 4977853.1 4977853.1 I By Ashford Hospitality Limited Partnership The transaction reflects the Issuer's distribution of such shares to the Reporting Person, as consideration for the contribution of certain assets to the Issuer by the Reporting Person, to effectuate the separation of the Issuer from the Reporting Person. Includes 100 shares of the Issuer's common stock previously reflected as indirectly owned by the Reporting Person, which were transferred to the Reporting Person on or about November 8, 2013. On or about November 19, 2013, the Reporting Person will distribute all of the shares of common stock of the Issuer that it owns to the Reporting Person's common stockholders of record as of the close of business on November 8, 2013. The distribution will be made to such common stockholders on a pro rata basis by means of a share dividend pursuant to which each common stockholder of the Reporting Person will receive one share of Issuer common stock for every five shares of the Reporting Person's common stock held by such stockholder as of the close of business on November 8, 2013. Reflects the redemption of One Hundred (100) shares of the Issuer's common stock from the Reporting Person for $1,000. Limited Partnership Units ("Units") in Ashford Hospitality Prime Limited Partnership, the Issuer's operating subsidiary. These Units are convertible into cash or, at the option of the Issuer, shares of the Issuer's common stock on or after November 19, 2014. The Units will be held directly by Ashford Hospitality Limited Partnership, the Reporting Person's operating subsidiary, upon consummation of the separation of the Issuer from the Reporting Person scheduled to occur on November 19, 2013, and are being reported by the Reporting Person to reflect the Reporting Person's pecuniary interest in the Units held by Ashford Hospitality Limited Partnership. The Units have no expiration date. /s/ DAVID A. BROOKS, CHIEF OPERATING OFFICER 2013-11-12