0001104659-21-037929.txt : 20210317 0001104659-21-037929.hdr.sgml : 20210317 20210317205502 ACCESSION NUMBER: 0001104659-21-037929 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210315 FILED AS OF DATE: 20210317 DATE AS OF CHANGE: 20210317 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Haiman Robert G. CENTRAL INDEX KEY: 0001740897 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31775 FILM NUMBER: 21752665 MAIL ADDRESS: STREET 1: 14185 DALLAS PARKWAY STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ASHFORD HOSPITALITY TRUST INC CENTRAL INDEX KEY: 0001232582 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 861062192 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 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 tm219700-4_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-03-15 0 0001232582 ASHFORD HOSPITALITY TRUST INC AHT 0001740897 Haiman Robert G. 14185 DALLAS PARKWAY, SUITE 1100 DALLAS TX 75254 0 1 0 0 Exec. VP, GC and Secretary Common Stock 2021-03-15 4 F 0 327 3.08 D 6833 D Performance LTIP Units (2020) 0.00 2022-12-31 2022-12-31 Common Stock 20000 20000 D Special Limited Partnership Units 0.00 Common Stock 10000 10000 D Performance Stock Units (2019) 0.00 2021-12-31 2021-12-31 Common Stock 6197 6197 D Represents shares of common stock forfeited to the Issuer to satisfy certain tax-withholding obligations of the Reporting Person arising as a result of the vesting of restricted stock held by the Reporting Person. Represents the closing price of the common stock on March 12, 2021, the last trading day before the date of forfeiture. Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit (as defined below) subject to specified performance-based vesting criteria. Represents the maximum number of LTIP Units 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 December 31, 2022 (with respect to the 2020 grant). See Footnote 5 discussing the convertibility of vested LTIP Units. One-third of the Performance LTIP Units granted in 2020 were eligible to vest (at up to 200% of target) based on performance during the first year of the performance period. 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. Common Limited Partnership 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. 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 5 discussing the convertibility of vested LTIP Units. Neither the Common Units nor the LTIP Units have an expiration date. Reflects the aggregate number of LTIP Units held by the Reporting Person following the LTIP Units award reported herein. See Footnote 5 discussing convertibility of LTIP Units. 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. 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). /s/ Robert G. Haiman 2021-03-17