0001104659-21-115255.txt : 20210914 0001104659-21-115255.hdr.sgml : 20210914 20210914061222 ACCESSION NUMBER: 0001104659-21-115255 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210910 FILED AS OF DATE: 20210914 DATE AS OF CHANGE: 20210914 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bennett Monty J CENTRAL INDEX KEY: 0001260654 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36400 FILM NUMBER: 211251166 MAIL ADDRESS: STREET 1: 14185 DALLAS PARKWAY STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 FORMER NAME: FORMER CONFORMED NAME: BENNETT MONTGOMERY J DATE OF NAME CHANGE: 20030820 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 tm2127486-1_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-09-10 0 0001604738 Ashford Inc. AINC 0001260654 Bennett Monty J 14185 DALLAS PARKWAY SUITE 1200 DALLAS TX 75254 1 1 1 0 CEO and Chairman of the Board Common Stock 253350 D Common Stock 18816 I By MJB Operating, LP Common Stock 118290 I By MJB Investments LP Common Stock 62116 I By Dartmore LP Common Stock 13408 I By Reserve, LP IV Common Stock 8918 I By Reserve, LP III Common Stock 10597.5 I By Ashford Financial Corporation Class 2 LTIP Units 57.71 2021-09-10 4 A 0 50000 0 A 2020-10-03 2027-10-03 Common Stock 50000 50000 D Class 2 LTIP Units 57.34 2021-09-10 4 A 0 50000 0 A 2020-04-18 2027-04-18 Common Stock 50000 50000 D Class 2 LTIP Units 45.59 2021-09-10 4 A 0 100000 0 A 2019-03-31 2026-03-31 Common Stock 100000 100000 D Stock Options (right to purchase) 57.71 2021-09-10 4 D 0 50000 0 D 2020-10-03 2027-10-03 Common Stock 50000 0 D Stock Options (right to purchase) 57.34 2021-09-10 4 D 0 50000 0 D 2020-04-18 2027-04-18 Common Stock 50000 0 I By MJB Operating, LP Stock Options (right to purchase) 45.59 2021-09-10 4 D 0 100000 0 D 2019-03-31 2026-03-31 Common Stock 100000 0 I By MJB Operating, LP Stock Options (right to purchase) 61.12 2022-02-27 2029-02-27 Common Stock 90000 90000 D Stock Options (right to purchase) 94.96 2021-03-14 2028-03-14 Common Stock 77206 77206 D Stock Options (right to purchase) 85.97 2017-12-11 2022-12-11 Common Stock 95000 95000 I By MJB Operating, LP Series D Convertible Preferred Stock 0.21 Common Stock 1924957 9047300 I By MJB Investments LP Series D Convertible Preferred Stock 0.21 Common Stock 17021 80000 I By Trust Series D Convertible Preferred Stock 0.21 Common Stock 32340 152000 D Common Units 0.00 Common Stock 143.04 143.04 I By MJB Operating, LP Common Units 0.00 Common Stock 501.6 501.6 I By Dartmore LP Common Units 0.00 Common Stock 35.91 35.91 I By MJB Investments LP Common Units 0.00 Common Stock 109.24 109.24 I By Reserve, LP IV Common Units 0.00 Common Stock 78.67 78.67 I By Reserve, LP III Common Units 0.00 Common Stock 93.18 93.18 I By Ashford Financial Corporation Stock Units under Deferred Compensation Plan Common Stock 195579 195579 D 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 (as defined below) or any 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. This Class 2 Long-Term Incentive Partnership Unit ("LTIP 2") in the Issuer's subsidiary operating partnership, Ashford Hospitality Holdings LLC ("AHH"), was granted to the Reporting Person under the Issuer's 2014 Incentive Plan, as amended, as a substitute award for the corresponding stock option voluntarily forfeited by the Reporting Person, as described herein. The LTIP 2s vest on the same schedule as the applicable forfeited option and are intended to replicate the economics of each such option; therefore, each vested LTIP 2 can convert into a number of LTIPs in AHH based on the appreciation in a share of the Issuer's common stock over the initial exercise price of the applicable forfeited option, but a vested LTIP 2 may only be so converted prior to the final conversion date of such LTIP 2 (which is the same as the expiration date of the applicable forfeited option). LTIPs, upon achieving parity with common limited partnership units of AHH, are in turn convertible into common limited partnership units of AHH, which are themselves 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. This stock option was voluntarily forfeited by the Reporting Person in exchange for a long-term incentive partnership unit ("LTIP") in the Issuer's subsidiary operating partnership, granted under the Issuer's 2014 Incentive Plan, as amended. Such 9,047,300 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 1,924,957 shares of the Issuer's common stock at a conversion 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"). In connection with the transactions contemplated by the Combination Agreement, the 80,000 shares of Series B Convertible Preferred Stock beneficially owned by a trust for the benefit of one of the Reporting Person's minor children were converted on a one-for-one basis into 80,000 shares of Series D Convertible Preferred Stock. Such 80,000 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 17,021 shares of the Issuer's common stock at the Conversion Ratio. In connection with the transactions contemplated by the Combination Agreement, the Reporting Person received 152,000 shares of Series D Convertible Preferred Stock. Such 152,000 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 32,340 shares of the Issuer's common stock at the Conversion Ratio. Common units ("Common Units") in Ashford Hospitality Advisors LLC, the Issuer's operating subsidiary, owned by the Reporting Person. 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 have no expiration date. 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 Ashford Inc. Amended and Restated Nonqualified Deferred Compensation Plan (originally adopted by Ashford Hospitality Trust, Inc., effective January 1, 2008) assumed by the Issuer, effective November 12, 2014. /s/ Monty J. Bennett 2021-09-14