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
                      
1. Name and Address of Reporting Person * Stockton Richard J 2. Issuer Name and Ticker or Trading Symbol Braemar Hotels & Resorts Inc. [ BHR ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CEO and President
(Last)         (First)         (Middle)
14185 DALLAS PARKWAY, SUITE 1100
3. Date of Earliest Transaction (MM/DD/YYYY)
3/11/2020
(Street)
DALLAS, TX 75254
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  3/11/2020    A(1)    70000  A $0.00 (1) 410538  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Performance Stock Units (2020) (2) $0.00 (2) 3/11/2020    A (3)    70000 (4)     12/31/2022  12/31/2022  Common Stock  70000 (4) $0.00 (3) 70000 (4) D   
Performance Stock Units (2019) (2) $0.00 (2)                 12/31/2021  12/31/2021  Common Stock  64103 (4)   64103 (4) D   
Performance Stock Units (2018) (2) $0.00 (2)                 12/31/2020  12/31/2020  Common Stock  74093 (4)   74093 (4) D   

Explanation of Responses:
(1)  The Reporting Person received the shares pursuant to a stock grant from the Issuer under the Issuer's Second Amended and Restated 2013 Equity Incentive Plan (the "Plan"). Such shares vest in three (3) substantially equal installments on the first three (3) anniversaries following the date of grant.
(2)  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.
(3)  The Reporting Person received the Performance Stock Units pursuant to an award granted by the Issuer under the Plan.
(4)  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 a specified relative total stockholder returns. Assuming continued service through the vesting date and achievement of the specified performance-based vesting criteria, the Performance Stock Units, as adjusted, will generally vest on December 31, 2020 (with respect to the 2018 grant), December 31, 2021 (with respect to the 2019 grant) and December 31, 2022 (with respect to the 2020 grant). One-third of the Performance Stock Units granted in 2020 will be eligible to vest (at up to 200% of target) based on performance during the first year of the performance period.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Stockton Richard J
14185 DALLAS PARKWAY, SUITE 1100
DALLAS, TX 75254


CEO and President

Signatures
/s/ Richard J. Stockton 3/13/2020
**Signature of Reporting Person Date
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