Amended Statement of Beneficial Ownership (sc 13d/a)
September 28 2020 - 9:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)1
Ashford Hospitality Trust, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
044103109
(CUSIP Number)
CHRISTOPHER
SWANN
CYGNUS CAPITAL, INC.
3060 Peachtree Road NW, Suite 1080
Atlanta, Georgia 30305
(404) 465-3685
STEVE WOLOSKY, ESQ.,
ELIZABETH GONZALEZ- SUSSMAN, ESQ.,
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of
Person
Authorized to Receive Notices and Communications)
September 28, 2020
(Date of Event Which Requires Filing of
This Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☒.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
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1
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NAME OF REPORTING PERSON
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Cygnus Opportunity Fund, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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494,080
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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494,080
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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494,080
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.8%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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Cygnus Property Fund IV, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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5,405
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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5,405
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,405
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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Cygnus Property Fund V, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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134,121
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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134,121
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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134,121
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.0%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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Cygnus Capital Advisers, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Wyoming
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
|
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SHARED VOTING POWER
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|
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EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
494,080
|
|
|
PERSON WITH
|
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9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
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|
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- 0 -
|
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|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
494,080
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
494,080
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
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|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
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3.8%
|
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|
14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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Cygnus General Partners, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Wyoming
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NUMBER OF
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7
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SOLE VOTING POWER
|
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|
SHARES
|
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|
|
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|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
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OWNED BY
|
|
8
|
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SHARED VOTING POWER
|
|
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EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
494,080
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
494,080
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
494,080
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
3.8%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
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|
|
|
|
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|
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OO
|
|
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1
|
|
NAME OF REPORTING PERSON
|
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|
|
|
|
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|
Cygnus Capital Real Estate Advisors II, LLC
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|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
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|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
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|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Wyoming
|
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
139,526
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
139,526
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
139,526
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
1.1%
|
|
|
|
14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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Cygnus Capital, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Wyoming
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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633,606
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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633,606
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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633,606
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.9%
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14
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TYPE OF REPORTING PERSON
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CO
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1
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NAME OF REPORTING PERSON
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Christopher Swann
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF, PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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1,012,231 (1)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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1,012,231 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,012,231 (1)
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12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
|
|
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.8%
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14
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TYPE OF REPORTING PERSON
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IN
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(1) Includes 70,000 Shares (as defined in Item 1) underlying
certain call options.
The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.
Item 4. Purpose of
Transaction.
Item 4 is hereby amended
to add the following:
On September 28, 2020,
the Reporting Persons issued a press release highlighting significant reservations made by proxy advisor firm Institutional Shareholder
Services in its report dated September 25, 2020 concerning the Issuer’s upcoming special meeting of stockholders scheduled
to be held on October 6, 2020. In the press release, the Reporting Persons also noted reports issued by industry analysts suggesting
the Issuer and the hospitality industry should improve over the next year or two. The Reporting Persons believe such reports call
into question the Issuer’s rationale for needing to dilute common stockholders by approximately 94% through exchange offers
of all of the outstanding preferred stock into common stock. The full text of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item 7. Material
to be Filed as Exhibits.
Item
7 is hereby amended to add the following exhibit:
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99.1
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Press Release, dated September 28, 2020.
|
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: September 28, 2020
|
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Cygnus Opportunity Fund, LLC
|
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By:
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Cygnus General Partners, LLC, its general partner
|
|
|
|
|
|
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By:
|
Cygnus Capital, Inc., its managing member
|
|
|
|
|
|
|
|
/s/ Christopher Swann
|
|
|
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Name:
|
Christopher Swann
|
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|
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Title:
|
President and CEO
|
|
|
Cygnus Property Fund IV, LLC
|
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|
|
|
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By:
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Cygnus Capital Real Estate Advisors II, LLC, its general partner
|
|
|
|
|
|
|
By:
|
Cygnus Capital, Inc., its managing member
|
|
|
|
|
|
|
|
/s/ Christopher Swann
|
|
|
|
Name:
|
Christopher Swann
|
|
|
|
Title:
|
President and CEO
|
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Cygnus Property Fund V, LLC
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|
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|
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By:
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Cygnus Capital Real Estate Advisors II, LLC, its general partner
|
|
|
|
|
|
|
By:
|
Cygnus Capital, Inc., its managing member
|
|
|
|
|
|
|
|
/s/ Christopher Swann
|
|
|
|
Name:
|
Christopher Swann
|
|
|
|
Title:
|
President and CEO
|
|
|
Cygnus Capital Advisers, LLC
|
|
|
|
|
|
By:
|
Cygnus Capital, Inc., its managing member
|
|
|
|
|
|
|
|
/s/ Christopher Swann
|
|
|
|
Name:
|
Christopher Swann
|
|
|
|
Title:
|
President and CEO
|
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Cygnus General Partners, LLC
|
|
|
|
|
|
By:
|
Cygnus Capital, Inc., its managing member
|
|
|
|
|
|
|
|
/s/ Christopher Swann
|
|
|
|
Name:
|
Christopher Swann
|
|
|
|
Title:
|
President and CEO
|
|
|
Cygnus Capital Real Estate Advisors II, LLC
|
|
|
|
|
|
By:
|
Cygnus Capital, Inc., its managing member
|
|
|
|
|
|
|
|
/s/ Christopher Swann
|
|
|
|
Name:
|
Christopher Swann
|
|
|
|
Title:
|
President and CEO
|
|
|
Cygnus Capital, Inc.
|
|
|
|
|
|
/s/ Christopher Swann
|
|
|
Name:
|
Christopher Swann
|
|
|
Title:
|
President and CEO
|
|
|
|
|
|
/s/ Christopher Swann
|
|
|
Christopher Swann
|
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