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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 3/6/24 |
| Not Subject to Section 16: 1 |
| Issuer: |
| Issuer CIK: 1232582 |
| Issuer Name: ASHFORD HOSPITALITY TRUST INC |
| Issuer Trading Symbol: AHT |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1261029 |
| | Owner Name: NUNNELEY MARK |
| Reporting Owner Address: |
| | Owner Street 1: 14185 DALLAS PARKWAY |
| | Owner Street 2: SUITE 1200 |
| | Owner City: DALLAS |
| | Owner State: TX |
| | Owner ZIP Code: 75254 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: See Remarks |
| | Other Text: |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 3/6/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 9,161 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 19,770 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Performance LTIP Units (2023) |
| | | Footnote ID: F2 |
| | Conversion or Exercise Price: |
| | | Value: 0.00 |
| | | Footnote ID: F2 |
| | Exercise Date: |
| | | Value: 12/31/25 |
| | Expiration Date: |
| | | Value: 12/31/25 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 63,285 |
| Footnote ID: F3 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 63,285 |
| Footnote ID: F3 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Performance LTIP Units (2022) |
| | | Footnote ID: F2 |
| | Conversion or Exercise Price: |
| | | Value: 0.00 |
| | | Footnote ID: F2 |
| | Exercise Date: |
| | | Value: 12/31/24 |
| | Expiration Date: |
| | | Value: 12/31/24 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 123,698 |
| Footnote ID: F3 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 123,698 |
| Footnote ID: F3 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: JoyceMadgra LLC |
| Derivative Holding: |
| | Security Title: |
| | | Value: Common Limited Partnership Units |
| | | Footnote ID: F4 |
| | Conversion or Exercise Price: |
| | | Value: 0.00 |
| | | Footnote ID: F4 |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Footnote ID: F5 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Footnote ID: F4 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 4,718 |
| Footnote ID: F6 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Performance Stock Units (2021) |
| | | Footnote ID: F7 |
| | Conversion or Exercise Price: |
| | | Value: 0.00 |
| | | Footnote ID: F7 |
| | Transaction Date: |
| | | Value: 3/6/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | | Footnote ID: F8 |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,054 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Value: 12/31/23 |
| | Expiration Date: |
| | | Value: 12/31/23 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 9,161 |
| Footnote ID: F9 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 9,161 |
| Footnote ID: F9 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Performance Stock Units (2021) |
| | | Footnote ID: F7 |
| | Conversion or Exercise Price: |
| | | Value: 0.00 |
| | | Footnote ID: F7 |
| | Transaction Date: |
| | | Value: 3/6/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 9,161 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Value: 12/31/23 |
| | Expiration Date: |
| | | Value: 12/31/23 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 0 |
| Footnote ID: F9 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| Footnote ID: F9 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: Each performance stock unit ("Performance Stock Unit") represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock. |
| Footnote - F2: Each performance LTIP unit ("Performance LTIP Unit") award represents a special long-term incentive partnership unit ("LTIP Unit") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"), subject to specified performance-based vesting criteria. |
| Footnote - F3: Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 250% of the target number of LTIP Units. The actual number of Performance LTIP Units that may vest can range from 0% to 250% of the target number of Performance LTIP Units, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder return, the Performance LTIP Units, will generally vest on December 31, 2024 (with respect to the 2022 grant) and December 31, 2025 (with respect to the 2023 grant). Vested LTIP Units, upon achieving parity with the Common Units (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 4 discussing the convertibility of the Common Units. |
| Footnote - F4: Common Limited Partnership Units ("Common Units") of the Subsidiary. Common 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. |
| Footnote - F5: The Common Units do not have an expiration date. |
| Footnote - F6: Reflects aggregate number of Common Units currently held by the Reporting Person, some of which have been converted from special long-term incentive partnership units of the Subsidiary by the Reporting Person. See Footnote 4 discussing the convertibility of the Common Units. |
| Footnote - F7: Each Performance Stock Unit award granted in 2021 represents a right to receive between 0% and 250% of the target number of Performance Stock Units reflected in the table. |
| Footnote - F8: Represents 3,054 shares that were forfeited due to certain performance criteria of the 2021 Performance Stock Unit award not being met. |
| Footnote - F9: Represents the target number of common stock shares that may be issued pursuant to the award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 250% of the target number of Performance Stock Units reported, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder returns, the Performance Stock Units, as adjusted, will generally vest on December 31, 2023. |
| Remarks: Former Chief Accounting Officer |
| Owner Signature: |
| Signature Name: /s/ Mark Nunneley |
| Signature Date: 3/8/24 |
