0001104659-21-115258.txt : 20210914 0001104659-21-115258.hdr.sgml : 20210914 20210914061716 ACCESSION NUMBER: 0001104659-21-115258 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: Welter Jeremy CENTRAL INDEX KEY: 0001516834 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36400 FILM NUMBER: 211251173 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 tm2127484-1_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-09-10 0 0001604738 Ashford Inc. AINC 0001516834 Welter Jeremy 14185 DALLAS PARKWAY SUITE 1200 DALLAS TX 75254 0 1 1 0 President and COO Common Stock 251139 D Class 2 LTIP Units 61.12 2021-09-10 4 A 0 35000 0 A 2022-02-27 2029-02-27 Common Stock 35000 35000 D Class 2 LTIP Units 94.96 2021-09-10 4 A 0 27451 0 A 2021-03-14 2028-03-14 Common Stock 27451 27451 D Class 2 LTIP Units 57.71 2021-09-10 4 A 0 17500 0 A 2020-10-03 2027-10-03 Common Stock 17500 17500 D Class 2 LTIP Units 57.34 2021-09-10 4 A 0 17500 0 A 2020-04-18 2027-04-18 Common Stock 17500 17500 D Class 2 LTIP Units 45.59 2021-09-10 4 A 0 35000 0 A 2019-03-31 2026-03-31 Common Stock 35000 35000 D Class 2 LTIP Units 85.97 2021-09-10 4 A 0 30000 0 A 2017-12-11 2022-12-11 Common Stock 30000 30000 D Stock Options (right to purchase) 61.12 2021-09-10 4 D 0 35000 0 D 2022-02-27 2029-02-27 Common Stock 35000 0 D Stock Options (right to purchase) 94.96 2021-09-10 4 D 0 27451 0 D 2021-03-14 2028-03-14 Common Stock 27451 0 D Stock Options (right to purchase) 57.71 2021-09-10 4 D 0 17500 0 D 2020-10-03 2027-10-03 Common Stock 17500 0 D Stock Options (right to purchase) 57.34 2021-09-10 4 D 0 17500 0 D 2020-04-18 2027-04-18 Common Stock 17500 0 D Stock Options (right to purchase) 45.59 2021-09-10 4 D 0 35000 0 D 2019-03-31 2026-03-31 Common Stock 35000 0 D Stock Options (right to purchase) 85.97 2021-09-10 4 D 0 30000 0 D 2017-12-11 2022-12-11 Common Stock 30000 0 D Series D Convertible Preferred Stock 0.21 Common Stock 6893 32400 D Common Units 0.00 Common Stock 68.18 68.18 D 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. In connection with the transactions contemplated by the Combination Agreement, dated May 31, 2019, as amended, among the Issuer, the Reporting Person, Monty Bennett, Archie Bennett, Jr., Remington Holdings, L.P., Remington Holdings GP, LLC, Project Management LLC, MJB Investments, L.P., James L. Cowen, Ashford Nevada Holding Corp. and Ashford Merger Sub Inc., the Reporting Person, directly or indirectly through certain affiliates, acquired 32,400 shares of Series D Convertible Preferred Stock as reported herein. Such 32,400 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 6,893 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. 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. /s/ Jeremy Welter 2021-09-14