Statement of Changes in Beneficial Ownership (4)
May 27 2020 - 04:06PM
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 * Vaziri Abteen |
2. Issuer Name and Ticker or Trading
Symbol Braemar Hotels & Resorts Inc. [ BHR ] |
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 |
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 |
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|
|
|
|
|
|
3333 |
D |
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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 |
LTIP Units(1) |
$0 |
5/22/2020 |
|
A (2) |
|
4649 |
|
(1) |
(3) |
Common Stock (1) |
(1) |
$2.42 (2) |
16049 |
D |
|
Common Partnership Units(4) |
$0 |
|
|
|
|
|
|
(4) |
(3) |
Common Stock (4) |
(4) |
|
5700 (5) |
D |
|
Explanation of
Responses: |
(1) |
Fully vested special
long-term incentive partnership units ("LTIP Units") in Braemar
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
Partnership Units"), are convertible into Common Partnership Units
at the option of the Reporting Person. See Footnote 4 discussing
the convertibility of Common Partnership Units. |
(2) |
The LTIP Units were issued
to the Reporting Person under the Issuer's 2013 Equity 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 Common
Partnership Units nor vested LTIP Units have an expiration
date. |
(4) |
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) |
Reflects the aggregate
number of Common Partnership Units currently held directly or
indirectly, as noted, by the Reporting Person, some of which may
have been converted from LTIP Units 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
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Vaziri Abteen
14185 DALLAS PARKWAY
SUITE 1100
DALLAS, TX 75254 |
X |
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|
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Signatures
|
/s/ Abteen Vaziri |
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5/27/2020 |
**Signature of Reporting
Person |
Date |