| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | AINC | Common Stock | 251K | Sep 10, 2021 | Direct |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | AINC | Class 2 LTIP Units | Award | $0 | +35K | $0.00 | 35K | Sep 10, 2021 | Common Stock | 35K | $61.12 | Direct | F1, F2 | |
| transaction | AINC | Class 2 LTIP Units | Award | $0 | +27.5K | $0.00 | 27.5K | Sep 10, 2021 | Common Stock | 27.5K | $94.96 | Direct | F1, F2 | |
| transaction | AINC | Class 2 LTIP Units | Award | $0 | +17.5K | $0.00 | 17.5K | Sep 10, 2021 | Common Stock | 17.5K | $57.71 | Direct | F1, F2 | |
| transaction | AINC | Class 2 LTIP Units | Award | $0 | +17.5K | $0.00 | 17.5K | Sep 10, 2021 | Common Stock | 17.5K | $57.34 | Direct | F1, F2 | |
| transaction | AINC | Class 2 LTIP Units | Award | $0 | +35K | $0.00 | 35K | Sep 10, 2021 | Common Stock | 35K | $45.59 | Direct | F1, F2 | |
| transaction | AINC | Class 2 LTIP Units | Award | $0 | +30K | $0.00 | 30K | Sep 10, 2021 | Common Stock | 30K | $85.97 | Direct | F1, F2 | |
| transaction | AINC | Stock Options (right to purchase) | Disposed to Issuer | $0 | -35K | -100% | $0.00* | 0 | Sep 10, 2021 | Common Stock | 35K | $61.12 | Direct | F3 |
| transaction | AINC | Stock Options (right to purchase) | Disposed to Issuer | $0 | -27.5K | -100% | $0.00* | 0 | Sep 10, 2021 | Common Stock | 27.5K | $94.96 | Direct | F3 |
| transaction | AINC | Stock Options (right to purchase) | Disposed to Issuer | $0 | -17.5K | -100% | $0.00* | 0 | Sep 10, 2021 | Common Stock | 17.5K | $57.71 | Direct | F3 |
| transaction | AINC | Stock Options (right to purchase) | Disposed to Issuer | $0 | -17.5K | -100% | $0.00* | 0 | Sep 10, 2021 | Common Stock | 17.5K | $57.34 | Direct | F3 |
| transaction | AINC | Stock Options (right to purchase) | Disposed to Issuer | $0 | -35K | -100% | $0.00* | 0 | Sep 10, 2021 | Common Stock | 35K | $45.59 | Direct | F3 |
| transaction | AINC | Stock Options (right to purchase) | Disposed to Issuer | $0 | -30K | -100% | $0.00* | 0 | Sep 10, 2021 | Common Stock | 30K | $85.97 | Direct | F3 |
| holding | AINC | Series D Convertible Preferred Stock | 32.4K | Sep 10, 2021 | Common Stock | 6.89K | $0.21 | Direct | F4 | |||||
| holding | AINC | Common Units | 68.2 | Sep 10, 2021 | Common Stock | 68.2 | $0.00 | Direct | F5 |
| Id | Content |
|---|---|
| F1 | This Class 2 Long-Term Incentive Partnership Unit ("LTIP 2") in the Issuer's subsidiary operating partnership, Ashford Hospitality Holdings LLC ("AHH"), was granted to the Reporting Person under the Issuer's 2014 Incentive Plan, as amended, as a substitute award for the corresponding stock option voluntarily forfeited by the Reporting Person, as described herein. The LTIP 2s vest on the same schedule as the applicable forfeited option and are intended to replicate the economics of each such option; therefore, each vested LTIP 2 can convert into a number of LTIPs in AHH based on the appreciation in a share of the Issuer's common stock over the initial exercise price of the applicable forfeited option, but a vested LTIP 2 may only be so converted prior to the final conversion date of such LTIP 2 (which is the same as the expiration date of the applicable forfeited option). |
| F2 | LTIPs, upon achieving parity with common limited partnership units of AHH, are in turn convertible into common limited partnership units of AHH, which are themselves 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. |
| F3 | This stock option was voluntarily forfeited by the Reporting Person in exchange for a long-term incentive partnership unit ("LTIP") in the Issuer's subsidiary operating partnership, granted under the Issuer's 2014 Incentive Plan, as amended. |
| F4 | In connection with the transactions contemplated by the Combination Agreement, dated May 31, 2019, as amended, among the Issuer, the Reporting Person, Monty Bennett, Archie Bennett, Jr., Remington Holdings, L.P., Remington Holdings GP, LLC, Project Management LLC, MJB Investments, L.P., James L. Cowen, Ashford Nevada Holding Corp. and Ashford Merger Sub Inc., the Reporting Person, directly or indirectly through certain affiliates, acquired 32,400 shares of Series D Convertible Preferred Stock as reported herein. Such 32,400 shares of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 6,893 shares of the Issuer's common stock at a conversion ratio equal to the liquidation preference of a share of Series D Convertible Preferred Stock, par value $25.00, divided by $117.50, subject to adjustment. |
| F5 | Common units ("Common Units") in Ashford Hospitality Advisors LLC, the Issuer's operating subsidiary, owned by the Reporting Person. 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. The Common Units have no expiration date. |