0001104659-21-089067.txt : 20210702 0001104659-21-089067.hdr.sgml : 20210702 20210702210056 ACCESSION NUMBER: 0001104659-21-089067 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210630 FILED AS OF DATE: 20210702 DATE AS OF CHANGE: 20210702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BENNETT ARCHIE JR CENTRAL INDEX KEY: 0001260653 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36400 FILM NUMBER: 211072259 MAIL ADDRESS: STREET 1: 14185 DALLAS PARKWAY STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ashford Inc. CENTRAL INDEX KEY: 0001604738 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 465292553 STATE OF INCORPORATION: TX 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 FORMER COMPANY: FORMER CONFORMED NAME: Ashford Inc DATE OF NAME CHANGE: 20140403 4 1 tm2121122-3_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-06-30 0 0001604738 Ashford Inc. AINC 0001260653 BENNETT ARCHIE JR 14185 DALLAS PARKWAY SUITE 1200 DALLAS TX 75254 0 0 1 0 Common Stock 2021-06-30 4 M 0 835 A 50369 D Common Stock 62116 I By 1080 Partners, LP Common Stock 10597.5 I By Ashford Financial Corporation Stock Units under Deferred Compensation Plan 2021-06-30 4 M 0 835 D Common Stock 835 1668 D Series D Convertible Preferred Stock 0.21 Common Stock 1957297.9 9199300 D Series D Convertible Preferred Stock 0.21 Common Stock 8510.6 40000 I By Trusts Series D Convertible Preferred Stock 0.21 Common Stock 8510.6 40000 I By Trusts Common Units 0 Common Stock 152.7 152.7 D Common Units 0 Common Stock 501.6 501.6 I By 1080 Partners, LP Common Units( 0 Common Stock 93.18 93.18 I By Ashford Financial Corporation On June 30, 2021, the Reporting Person received 835 shares of the Issuer's common stock in settlement of an equal number of stock units held under the Ashford Inc. Amended and Restated Nonqualified Deferred Compensation Plan (originally adopted by Ashford Hospitality Trust, Inc., effective January 1, 2008) assumed by Ashford Inc., effective November 12, 2014 (the "Deferred Compensation Plan"). Reflects the Reporting Person's pecuniary interest in such securities held directly by Ashford Financial Corporation, of which the Reporting Person is a shareholder. The reporting Person disclaims any beneficial interest in any other Common Units or shares of the Issuer's common stock (or securities convertible into shares of the Issuer's common stock) held directly or indirectly by Ashford Financial Corporation. Each Stock Unit entitles the Reporting Person to receive one share of the Issuer's common stock on the date (or dates) elected by the Reporting Person under the Deferred Compensation Plan. On June 30, 2021, 835 stock units were settled for an equal number of shares of the Issuer's common stock. In connection with the transactions contemplated by the Combination Agreement, dated May 31, 2019, as amended (the "Combination Agreement"), among the Issuer, the Reporting Person, Monty Bennett, Remington Holdings, L.P., Remington Holdings GP, LLC, Project Management LLC, MJB Investments, L.P., Jeremy Welter, James L. Cowen, Ashford Nevada Holding Corp. and Ashford Merger Sub Inc., the Reporting Person acquired 9,279,300 shares of Series D Convertible Preferred Stock as reported on a Form 4 dated November 7, 2019 (the "Form 4"). As reported in the Form 4, as of November 6, 2019, the Reporting Person directly owned 9,199,300 shares of Series D Convertible Preferred Stock. Such 9,199,300 shares of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 1,957,297.9 shares of the Issuer's common stock at a conversation ratio equal to the liquidation preference of a share of Series D Convertible Preferred Stock, par value $25.00, divided by $117.50, subject to adjustment (the "Conversion Ratio"). The Series D Convertible Preferred Stock listed here are held in two separate trusts, each of which hold 40,000 shares of Series D Convertible Preferred Stock. In each case, such 40,000 shares of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 8,510.6 shares of the Issuer's common stock at the Conversion Ratio. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person herein states that this filing shall not be deemed an admission that he is the beneficial owner of any such interests, and disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest therein. The common units ("Common Units") in Ashford Hospitality Advisors LLC, the Issuer's operating subsidiary, owned by the Reporting Person 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 have no expiration date. /s/ Archie Bennett, Jr. 2021-07-02