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