0001567619-21-001525.txt : 20210126
0001567619-21-001525.hdr.sgml : 20210126
20210126160937
ACCESSION NUMBER: 0001567619-21-001525
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210122
FILED AS OF DATE: 20210126
DATE AS OF CHANGE: 20210126
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: 21554142
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
doc1.xml
FORM 4
X0306
4
2021-01-22
0
0001604738
Ashford Inc.
AINC
0001260654
Bennett Monty J
14185 DALLAS PARKWAY
SUITE 1100
DALLAS
TX
75254
1
1
1
0
CEO and Chairman of the Board
Common Stock
2021-01-22
4
A
0
3452
0
A
249880
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
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
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)
57.71
2020-10-03
2027-10-03
Common Stock
50000
50000
D
Stock Options (right to purchase)
57.34
2020-04-18
2027-04-18
Common Stock
50000
50000
I
By MJB Operating, LP
Stock Options (right to purchase)
45.59
2019-03-31
2026-03-31
Common Stock
100000
100000
I
By MJB Operating, LP
Stock Options (right to purchase)
85.97
2017-12-11
2022-12-11
Common Stock
95000
95000
I
By MJB Operating, LP
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
The Reporting Person received the shares of Common Stock as payment of base salary in lieu of cash.
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.
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
2021-01-26