0001104659-22-034119.txt : 20220315
0001104659-22-034119.hdr.sgml : 20220315
20220315212331
ACCESSION NUMBER: 0001104659-22-034119
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220311
FILED AS OF DATE: 20220315
DATE AS OF CHANGE: 20220315
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: 001-35972
FILM NUMBER: 22743125
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: Braemar Hotels & Resorts Inc.
CENTRAL INDEX KEY: 0001574085
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 462488594
STATE OF INCORPORATION: MD
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 Hospitality Prime, Inc.
DATE OF NAME CHANGE: 20130410
4
1
tm229350-3_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-03-11
0
0001574085
Braemar Hotels & Resorts Inc.
BHR
0001260654
Bennett Monty J
14185 DALLAS PARKWAY
SUITE 1200
DALLAS
TX
75254
1
0
0
0
Common Stock
2022-03-11
4
F
0
5681
6.04
D
123219
D
Common Stock
216891
I
By MJB Investments, LP
Common Stock
17828
I
By Reserve, LP IV
Common Stock
86329
I
By Dartmore, LP
LTIP Units
0.00
Common Stock
117922
117922
I
Texas Yarrow 2021
LTIP Units
0.00
Common Stock
127071
127071
I
Texas Yarrow 2021
LTIP Units
0.00
Common Stock
74093
74093
D
LTIP Units
0.00
Common Stock
95430
95430
I
By MJB Operating, LP
Performance LTIP Units (2022)
0.00
2022-03-15
4
A
0
455968
0.00
A
2024-12-31
2024-12-31
Common Stock
455968
455968
I
Texas Yarrow LLC - 2022 PS
Performance LTIP Units (2021)
0.00
2023-12-31
2023-12-31
Common Stock
489986
489986
I
Texas Yarrow 2021
Performance Stock Units (2020)
0.00
2022-12-31
2022-12-31
Common Stock
70000
70000
D
Common Partnership Units
0.00
Common Stock
296040.3
296040.3
I
By MJB Operating, LP
Common Partnership Units
0.00
Common Stock
664012.7
664012.7
I
By Dartmore, LP
Common Partnership Units
0.00
Common Stock
123477.15
123477.15
I
By Ashford Financial Corporation
Common Partnership Units
0.00
Common Stock
46364.7
46364.7
I
By MJB Investments, LP
Common Partnership Units
0.00
Common Stock
143924.9
143924.9
I
By Reserve, LP IV
Common Partnership Units
0.00
Common Stock
103911.2
103911.2
I
By Reserve, LP III
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 10, 2022, the last trading day before the date of forfeiture.
Represents special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Partnership Units (as defined below) are convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 10 discussing convertibility of Common Partnership Units.
The LTIP Units reported herein vest and are convertible in three (3) equal installments over a three (3) year term from the date of the award. See Footnote 3 discussing the convertibility of vested LTIP Units.
Neither the Common Partnership Units nor vested LTIP Units (including any LTIP Units awarded upon achievement of the specified performance criteria relating to vested Performance LTIP Units) have an expiration date.
Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Partnership Units, (ii) have not yet achieved parity with the Common Partnership Units, (iii) are currently vested or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes. See Footnote 3 discussing convertibility of LTIP Units and Footnote 10 discussing convertibility of Common Partnership Units.
Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit subject to specified performance-based vesting criteria.
The Reporting Person received the Performance LTIP Units and LTIP Units awards reported herein under the Issuer's Second Amended and Restated 2013 Equity Incentive Plan.
Represents the maximum number of LTIP Units that may vest pursuant to the 2021 and 2022 awards 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 performance metrics. Assuming continued service through the vesting date and minimum achievement of the specified performance metrics, the Performance LTIP Units will generally vest on December 31, 2023 (with respect to the 2021 Performance LTIP Units) and December 31, 2024 (with respect to the 2022 Performance LTIP Units). See Footnote 3 discussing the convertibility of vested LTIP Units.
Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"). Common Partnership 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.
Reflects the aggregate number of Common Partnership 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 10 discussing the convertibility of the Common Partnership Units.
The Common Partnership Units reflected as beneficially owned indirectly through Ashford Financial Corporation reflect only the Reporting Person's pecuniary interest in all Common Partnership Units owned by such entity. The Reporting Person hereby disclaims interest in all other securities of the Issuer or the Subsidiary owned directly by such entity.
/s/ Monty J. Bennett
2022-03-15