Statement of Changes in Beneficial Ownership (4)
May 27 2020 - 4:09PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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TALLIS ALAN |
2. Issuer Name and Ticker or Trading Symbol
ASHFORD HOSPITALITY TRUST INC
[
AHT
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
14185 DALLAS PARKWAY, SUITE 1100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/22/2020 |
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(Street)
DALLAS, TX 75254
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | | | | | | | | 120000 | I | By Tallis Family Revocable Trust, Alan L. Tallis and Shirley A. Tallis, Trustees |
| Common Stock | | | | | | | | 103045 | I | By 2009 Tallis Family Irrevocable Trust, Shirley A. Tallis, Trustee |
| Common Stock | | | | | | | | 5000 | I | By Alan L. Tallis IRA |
| 7.375% Series F Cumulative Preferred Stock | | | | | | | | 2087 | I | By 2009 Tallis Family Irrevocable Trust |
| 7.375% Series F Cumulative Preferred Stock | | | | | | | | 2087 | I | By 2012 Shirley A. Tallis Irrevocable Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Special Limited Partnership Units (1) | $0 (1) | 5/22/2020 | | A (2) | | 31710 | | (1) | (3) | Common Stock (1)(4) | (4) | $0.68 (2) | 201779 | D | |
| Common Limited Partnership Units (4) | $0 (4) | | | | | | | (4) | (3) | Common Stock (4) | (4) | | 40305 | D | |
| Explanation of Responses: |
| (1) | Special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units of the Subsidiary ("Common Units"), are convertible into Common Units at the option of the Reporting Person. See Footnote 4 discussing the convertibility of Common Units. |
| (2) | The LTIP Units were issued to the Reporting Person under the Issuer's 2011 Stock Incentive Plan in lieu of 25% of the annual cash retainers (as such cash retainers were reduced in March 2020) that would otherwise be payable to the Reporting Person under the Issuer's non-employee director compensation program for a one-year period and are fully vested. |
| (3) | Neither the LTIP Units nor the Common Units have an expiration date. |
| (4) | 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 as described in Amendment No. 5 to the Seventh Amended and Restated Agreement of the Limited Partnership dated December 13, 2017. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
TALLIS ALAN
14185 DALLAS PARKWAY
SUITE 1100
DALLAS, TX 75254 | X |
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Signatures
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| /s/ ALAN TALLIS | | 5/27/2020 |
| **Signature of Reporting Person | Date |
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