Statement of Changes in Beneficial Ownership (4)
March 17 2020 - 4:52PM
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
*
Eubanks Deric S |
2. Issuer Name and Ticker or Trading Symbol
Braemar Hotels & Resorts Inc.
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BHR
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CFO and Treasurer |
(Last)
(First)
(Middle)
14185 DALLAS PARKWAY,, SUITE 1100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/13/2020 |
(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 | 3/13/2020 | | F(1) | | 2536 | D | $2.81 (1) | 118396 | D | |
Common Stock | | | | | | | | 533 | I | By spouse's IRA |
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 |
Performance Stock Units (2020) (2) | $0.00 (2) | | | | | | | 12/31/2022 | 12/31/2022 | Common Stock | 32500 (3) | | 32500 (3) | D | |
Performance Stock Units (2019) (2) | $0.00 (2) | | | | | | | 12/31/2021 | 12/31/2021 | Common Stock | 30048 (3) | | 30048 (3) | D | |
Performance Stock Units (2018) (2) | $0.00 (2) | | | | | | | 12/31/2020 | 12/31/2020 | Common Stock | 31250 (3) | | 31250 (3) | D | |
Common Partnership Units (4) | $0.00 (4) | | | | | | | 11/19/2014 | (5) | Common Stock | 44261.4 (4) | | 44261.4 (6) | D | |
Explanation of Responses: |
(1) | Represents shares of common stock forfeited to the Issuer to satisfy certain tax-withholding obligations of the Reporting Person arising as a result of the vesting of restricted stock held by the Reporting Person. Represents the closing price of the common stock on March 12, 2020, the last trading day before the date of forfeiture. |
(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) | 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. |
(4) | Common limited partnership units ("Common Partnership Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary (the "Subsidiary"). Common Partnership 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. |
(5) | The Common Partnership Units do not have an expiration date. |
(6) | Reflects the aggregate number of Common Partnership Units currently held by the Reporting Person, some of which may have been converted from special long-term incentive partnership units in the Subsidiary by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 4 discussing the convertibility of the Common Partnership Units. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Eubanks Deric S 14185 DALLAS PARKWAY, SUITE 1100 DALLAS, TX 75254 |
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| CFO and Treasurer |
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Signatures
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/s/ Deric S. Eubanks | | 3/17/2020 |
**Signature of Reporting Person | Date |
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