Mark Nunneley - Mar 6, 2024 Form 4 Insider Report for Braemar Hotels & Resorts Inc. (BHR)

Role
Former Chief Accounting Officer
Signature
/s/ Mark Nunneley
Stock symbol
BHR
Transactions as of
Mar 6, 2024
Transactions value $
$0
Form type
4
Date filed
3/8/2024, 05:56 PM
Previous filing
Jan 2, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
transaction BHR Common Stock Options Exercise +131 K +45.21% 420 K Mar 6, 2024 Direct F1
transaction BHR Common Stock Award +15.1 K +3.61% 435 K Mar 6, 2024 Direct F2
holding BHR Series E Redeemable Preferred Stock 18 K Mar 6, 2024 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BHR Performance Stock Units (2021) Award +65.3 K +100% 131 K Mar 6, 2024 Common Stock 65.3 K $0.00 Direct F1, F3
transaction BHR Performance Stock Units (2021) Options Exercise -131 K -100% 0 Mar 6, 2024 Common Stock 0 $0.00 Direct F1, F3
holding BHR Performance LTIP Units (2022) 117 K Mar 6, 2024 Common Stock 117 K $0.00 JoyceMadgra LLC F4, F5
holding BHR Performance Stock Units (2023) 51.1 K Mar 6, 2024 Common Stock 51.1 K $0.00 Direct F1, F3

Mark Nunneley is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 Represents dividend equivalent rights that accrued on a Performance Stock Unit award pursuant to the dividend reinvestment feature of the award. Each dividend equivalent right is the economic equivalent of one share of the Issuer's common stock and is settled in common stock.
F3 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 200% 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 (with respect to the 2021 grant) and December 31, 2025 (with respect to the 2023 grant).
F4 Each performance LTIP unit ("Performance LTIP Unit") award represents a special long-term incentive partnership unit ("LTIP Unit") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary, subject to specified performance-based vesting criteria.
F5 Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 200% of the target number of LTIP Units. The actual number of Performance LTIP Units that may vest can range from 0% to 200% 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. Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units ("Common Units"), are convertible into Common Units at the option of 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.

Remarks:

Former Chief Accounting Officer