0001104659-23-061838.txt : 20230517
0001104659-23-061838.hdr.sgml : 20230517
20230517161538
ACCESSION NUMBER: 0001104659-23-061838
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230515
FILED AS OF DATE: 20230517
DATE AS OF CHANGE: 20230517
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hays J Robison III
CENTRAL INDEX KEY: 0001623909
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31775
FILM NUMBER: 23931904
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
tm2315967-1_4seq1.xml
OWNERSHIP DOCUMENT
X0407
4
2023-05-15
0
0001232582
ASHFORD HOSPITALITY TRUST INC
AHT
0001623909
Hays J Robison III
14185 DALLAS PARKWAY SUITE 1200
DALLAS
TX
75254
1
1
0
0
President and CEO
0
Common Stock
2023-05-15
4
F
0
7123
3.74
D
89976
D
Performance Stock Units (2021)
0
2023-12-31
2023-12-31
Common Stock
42752
42752
D
Performance LTIP Units (2022)
0
2024-12-31
2024-12-31
Common Stock
377688
377688
D
Performance Stock Units (2023)
0
2025-12-31
2025-12-31
Common Stock
87338
87338
D
Common Limited Partnership Units
0
Common Stock
4680
4680
D
Represents shares of common stock forfeited to the Issuer to satisfy tax-withholding obligations arising as a result of the vesting of restricted stock held by the Reporting Person.
Represents the closing price of the common stock on May 12, 2023, the last trading day before the date of forfeiture.
Each performance stock unit ("Performance Stock Unit") award granted in 2021 and 2023 represents a right to receive between 0% and 250% of the target number of Performance Stock Units reflected in the table.
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 250% 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, 2023 (with respect to the 2021 grant) and December 31, 2025 (with respect to the 2023 grant).
Each performance LTIP unit ("Performance LTIP Unit") award represents a special long-term incentive partnership unit ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary") 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 250% of the target number of LTIP Units. The actual number of Performance LTIP Units that may vest can range from 0% to 250% 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, 2024. See Footnote 7 discussing the convertibility of vested LTIP Units.
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.
The Common Units do not have an expiration date.
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 7 discussing the convertibility of the Common Units.
/s/ J. Robison Hays, III
2023-05-17