Mark Nunneley - Mar 6, 2024 Form 4 Insider Report for ASHFORD HOSPITALITY TRUST INC (AHT)

Signature
/s/ Mark Nunneley
Stock symbol
AHT
Transactions as of
Mar 6, 2024
Transactions value $
$0
Form type
4
Date filed
3/8/2024, 06:02 PM
Previous filing
Jan 2, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AHT Common Stock Options Exercise +9.16K +86.35% 19.8K Mar 6, 2024 Direct F1

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 AHT Performance Stock Units (2021) Disposed to Issuer -3.05K -25% 9.16K Mar 6, 2024 Common Stock 9.16K $0.00 Direct F1, F7, F8, F9
transaction AHT Performance Stock Units (2021) Options Exercise -9.16K -100% 0 Mar 6, 2024 Common Stock 0 $0.00 Direct F1, F7, F9
holding AHT Performance LTIP Units (2023) 63.3K Mar 6, 2024 Common Stock 63.3K $0.00 Direct F2, F3
holding AHT Performance LTIP Units (2022) 124K Mar 6, 2024 Common Stock 124K $0.00 JoyceMadgra LLC F2, F3
holding AHT Common Limited Partnership Units 4.72K Mar 6, 2024 Common Stock $0.00 Direct F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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") represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock.
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.
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.
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.
F5 The Common Units do not have an expiration date.
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.
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.
F8 Represents 3,054 shares that were forfeited due to certain performance criteria of the 2021 Performance Stock Unit award not being met.
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