0001104659-21-066054.txt : 20210513 0001104659-21-066054.hdr.sgml : 20210513 20210513171955 ACCESSION NUMBER: 0001104659-21-066054 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210511 FILED AS OF DATE: 20210513 DATE AS OF CHANGE: 20210513 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Haiman Robert G. CENTRAL INDEX KEY: 0001740897 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35972 FILM NUMBER: 21920808 MAIL ADDRESS: STREET 1: 14185 DALLAS PARKWAY STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 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 tm2116222-6_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-05-11 0 0001574085 Braemar Hotels & Resorts Inc. BHR 0001740897 Haiman Robert G. 14185 DALLAS PARKWAY, SUITE 1200 DALLAS TX 75254 0 1 0 0 Exec VP, GC and Secretary Common Stock 2021-05-11 4 A 0 47169 0.00 A 118134 D Performance LTIP Units (2020) 0.00 2022-12-31 2022-12-31 Common Stock 65000 65000 D LTIP Units 0.00 Common Stock 39005 39005 D Performance Stock Units (2021) 0.00 2021-05-11 4 A 0 97997 0.00 A 2023-12-31 2023-12-31 Common Stock 97997 97997 D Performance Stock Units (2019) 0.00 2021-12-31 2021-12-31 Common Stock 17338 17338 D On February 26, 2021, the Issuer approved this award of restricted stock to the Reporting Person pursuant to a restricted stock grant from the Issuer under the Issuer's Second Amended and Restated 2013 Equity Incentive Plan (the "Plan"), subject to approval of an increase in the shares reserved under the Plan by the Company's stockholders at the Company's Annual Meeting on May 11, 2021 (which approval was obtained). Such shares generally vest in three (3) substantially equal installments on the first three (3) anniversaries following February 26, 2021, subject to accelerated vesting on certain specified events. Each performance LTIP Unit ("Performance LTIP Unit") awards represents an LTIP Unit (as defined below) subject to performance-based vesting criteria. Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 200% of the target number of LTIP Units for such respective award. 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 a specified relative total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative total stockholder return, the Performance LTIP Units will generally vest on December 31, 2022 (with respect to the 2019 grant) and December 31, 2022 (with respect to the 2020 grant). See Footnote 4 discussing the convertibility of vested LTIP Units. 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, are convertible into Common Partnership Units at the option of the Reporting Person. "Common Partnership Units" are Common Limited Partnership Units of the Subsidiary and 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 LTIP Units reported herein vest in three (3) equal installments over a three (3) year term from the date of the award. See Footnote 4 discussing the convertibility of vested LTIP Units. The vested LTIP Units do not have an expiration date. Reflects only the number of shares of underlying securities into which the reported award of LTIP Units (not the aggregate number of LTIP Units) is convertible. See Footnote 4 discussing the convertibility of vested LTIP Units. Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person following the LTIP Units award reported herein, 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 4 discussing convertibility of LTIP Units and Footnote 6 discussing convertibility of Common Partnership Units. Each performance stock unit ("Performance Stock Unit") award represents a right to receive between zero (0) and two (2) shares of the Issuer's common stock if and when the applicable vesting criteria have been achieved. The Reporting Person received the shares pursuant to a stock grant from the Issuer under the Plan. The 2021 Performance Stock Units were approved by the Issuer on February 26, 2021, subject to approval of an increase in the shares reserved under the Plan by the Company's stockholders at the Company's Annual Meeting on May 11, 2021 (which approval was obtained). Represents the target share amount that may be issued pursuant to such award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 200% of the number of Performance Stock Units awarded, based on achievement of specified performance goals. Assuming continued service through the vesting date and minimum achievement of the specified performance metrics, the Performance Stock Units, will generally vest on December 31, 2021 (with respect to the 2019 grant) and December 31, 2023 (with respect to the 2021 grant). /s/ Robert G. Haiman 2021-05-13