Statement of Changes in Beneficial Ownership (4)
March 24 2020 - 7:13PM
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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3235-0287
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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
*
Stockton Richard J |
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)
CEO and President |
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(Last)
(First)
(Middle)
14185 DALLAS PARKWAY, SUITE 1100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/20/2020 |
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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 | | | | | | | | 410538 | D | |
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 |
| Series B Preferred Stock (1) | $18.70 (1) | 3/20/2020 | | P | | 2572 | | (1) | (1) | Common Stock | 3438.5 | $5.02 | 2572 | D | |
| Performance Stock Units (2020) (2) | $0.00 (2) | | | | | | | 12/31/2022 | 12/31/2022 | Common Stock | 70000 (3) | | 70000 (3) | D | |
| Performance Stock Units (2019) (2) | $0.00 (2) | | | | | | | 12/31/2021 | 12/31/2021 | Common Stock | 64103 (3) | | 64103 (3) | D | |
| Performance Stock Units (2018) (2) | $0.00 (2) | | | | | | | 12/31/2020 | 12/31/2020 | Common Stock | 74093 (3) | | 74093 (3) | D | |
| Explanation of Responses: |
| (1) | 5.50% Series B Cumulative Convertible Preferred Stock (the "Series B Preferred Stock") is convertible at any time at a conversion price equal to the liquidation preference of a share of Series B Preferred Stock, $25.00 per share, divided by the conversion rate, 1.3372 (subject to adjustment). The Series B Preferred Stock does not have an expiration date. |
| (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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Stockton Richard J
14185 DALLAS PARKWAY, SUITE 1100
DALLAS, TX 75254 |
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| CEO and President |
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Signatures
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| /s/ Richard J. Stockton | | 3/24/2020 |
| **Signature of Reporting Person | Date |
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