10-K/A 1 d81154e10vkza.htm FORM 10-K/A e10vkza
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number: 001-31775
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
     
Maryland   86-1062192
     
(State or other jurisdiction of incorporation or organization)   (IRS employer identification number)
     
14185 Dallas Parkway, Suite 1100    
Dallas, Texas   75254
     
(Address of principal executive offices)   (Zip code)
(972) 490-9600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
     
Title of each class Name of each exchange on which registered
Common Stock   New York Stock Exchange
Preferred Stock, Series A   New York Stock Exchange
Preferred Stock, Series D   New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes     þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes     þ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes     o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act):
Large accelerated filer o Accelerated filer þ 
Non-accelerated filer o
(Do not check if a smaller reporting company)		 Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes     þ No
As of June 30, 2010, the aggregate market value of 45,803,168 shares of the registrant’s common stock held by non-affiliates was approximately $335,737,000.
As of March 3, 2011, the registrant had 59,419,324 shares of common stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement pertaining to the 2011 Annual Meeting of Stockholders are incorporated herein by reference into Part III of this Form 10-K.
 
 

 

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EXPLANATORY NOTE
     The Registrant is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2010 to revise the number of securities remaining available for future issuance included in the equity compensation plan information table required pursuant to Part II, Item 5 of the Form 10-K that was not reduced by the number of operating partnership units issued to certain officers and employees in 2008 and 2010 from the original Form 10-K filed with the Securities and Exchange Commission on March 4, 2011. This amendment supplements but does not replace or amend any information previously included in the Registrant’s Form 10-K for fiscal year ended December 31, 2010.

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ASHFORD HOSPITALITY TRUST, INC.
YEAR ENDED DECEMBER 31, 2010
INDEX TO FORM 10-K/A
             
        Page  
 
            
PART II
        
 
            
  Supplement to Original Disclosure Related to Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities     4  
 
            
PART IV
        
 
            
  Exhibits, Financial Statement Schedules     4  
 
            
SIGNATURE
        
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2

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PART II
Item 5.   Supplement to Original Disclosure Related to Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
(a) Market Price of and Dividends on, Registrant’s Common Equity and Related Stockholder Matters
Equity Compensation Plan Information
     There are 7,767,117 shares of common stock authorized for issuance under our Amended and Restated 2003 Stock Incentive Plan (the “Amended Plan”). The following table sets forth certain information with respect to securities authorized and available for issuance under the Amended Plan as of December 31, 2010.
                         
    Number of Securities        
    to be Issued Upon   Weighted-Average    
    Exercise of   Exercise Price    
    Outstanding   Of Outstanding   Number of Securities
    Options, Warrants,   Options, Warrants,   Remaining Available
    and Rights   and Rights   for Future Issuance
Equity compensation plans approved by security holders:
                        
Restricted common stock
   None     N/A       1,296,222  
Equity compensation plans not approved by security holders
   None   None   None
PART IV
Item 15.   Exhibits and Financial Statement Schedules
(a) The following exhibits are filed as part of this Amendment No. 1 to Annual Report on Form 10-K/A:
  31.1   Certification of the Chief Executive Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
 
  31.2   Certification of the Chief Financial Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
 
  32.1   Certification of the Chief Executive Officer required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (In accordance with Sec Release 33-8212, this exhibit is being furnished, and is not being filed as part of this report or as a separate disclosure document, and is not being incorporated by reference into any Securities Act of 1933 registration statement.)
 
  32.2   Certification of the Chief Financial Officer required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (In accordance with Sec Release 33-8212, this exhibit is being furnished, and is not being filed as part of this report or as a separate disclosure document, and is not being incorporated by reference into any Securities Act of 1933 registration statement.)

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SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 1, 2011.
         
  ASHFORD HOSPITALITY TRUST, INC.
 		  
  By:   /s/ DAVID J. KIMICHIK    
    David J. Kimichik   
    Chief Financial Officer   
 

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