0001104659-23-098251.txt : 20230905
0001104659-23-098251.hdr.sgml : 20230905
20230905161522
ACCESSION NUMBER: 0001104659-23-098251
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230831
FILED AS OF DATE: 20230905
DATE AS OF CHANGE: 20230905
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stockton Richard J
CENTRAL INDEX KEY: 0001688739
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35972
FILM NUMBER: 231235923
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
tm2325472-1_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2023-08-31
0
0001574085
Braemar Hotels & Resorts Inc.
BHR
0001688739
Stockton Richard J
14185 DALLAS PARKWAY
SUITE 1200
DALLAS
TX
75254
1
1
0
0
CEO and President
0
Common Stock
189715
D
Series B Preferred Stock
2023-08-31
4
P
0
4001
13.43
A
7000
D
Performance LTIP Units (2022)
0.00
2024-12-31
2024-12-31
Common Stock
418372
418372
D
Performance LTIP Units (2021)
0.00
2023-12-31
2023-12-31
Common Stock
349990
349990
D
LTIP Units
0.00
Common Stock
174995
174995
D
Performance Stock Units (2023)
0.00
2025-12-31
2025-12-31
Common Stock
176295
176295
D
The price reported in Column 4 is a weighted average price, rounded to the nearest cent. These shares were purchased in multiple transactions at prices ranging from $13.31 to $13.54. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
Each performance LTIP Unit ("Performance LTIP Unit") award represents a special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"), subject to performance-based vesting criteria.
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 grant) and December 31, 2024 (with respect to the 2022 grant). See Footnote 4 discussing the convertibility of vested LTIP Units.
Represents LTIP Units in the 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.
Each performance stock unit ("Performance Stock Unit") award represents the right, upon achievement of certain specified performance-based vesting criteria, to receive up to two (2) shares of the Issuer's common stock.
Represents the target number of common stock shares that may be issued pursuant to the 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 target number of Performance Stock Units reported, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder returns, the Performance Stock Units, as adjusted, will generally vest on December 31, 2025.
/s/ Richard J. Stockton
2023-09-05