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