Statement of Changes in Beneficial Ownership (4)
July 08 2022 - 6:41PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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Welter Jeremy |
2. Issuer Name and Ticker or Trading Symbol
Ashford Inc.
[
AINC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and COO |
(Last)
(First)
(Middle)
14185 DALLAS PARKWAY, SUITE 1200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/7/2022 |
(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
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | | | | | | | | 264607 | D | |
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 |
Class 2 LTIP Units | $61.12 | | | | | | | 2/27/2022 | 2/27/2029 | Common Stock | 35000 | | 35000 | D | |
Class 2 LTIP Units | $94.96 | | | | | | | 3/14/2021 | 3/14/2028 | Common Stock | 27451 | | 27451 | D | |
Class 2 LTIP Units | $57.71 | | | | | | | 10/3/2020 | 10/3/2027 | Common Stock | 17500 | | 17500 | D | |
Class 2 LTIP Units | $57.34 | | | | | | | 4/18/2020 | 4/18/2027 | Common Stock | 17500 | | 17500 | D | |
Class 2 LTIP Units | $45.59 | | | | | | | 3/31/2019 | 3/31/2026 | Common Stock | 35000 | | 35000 | D | |
Class 2 LTIP Units | $85.97 | 7/7/2022 | | D (1) | | | 30000 | 12/11/2017 | 12/11/2022 | Common Stock | 0 | $0 (1) | 0 | D | |
Class 2 LTIP Units | $85.97 | 7/7/2022 | | A (1) | | 30000 | | 12/11/2017 | 12/11/2025 | Common Stock | 30000 | $0 (1) | 30000 | D | |
Series D Convertible Preferred Stock (2) | $0.21 (2) | | | | | | | (2) | (2) | Common Stock (2) | 6893 | | 32400 (2) | D | |
Common Units (3) | $0.00 (3) | | | | | | | (3) | (3) | Common Stock (3) | 68.18 | | 68.18 | D | |
Explanation of Responses: |
(1) | The reported transaction involves an amendment of outstanding Class 2 Long-Term Incentive Partnership Units ("LTIP 2") in Ashford Hospitality Holdings LLC originally granted on December 11, 2014 (the "Former Award"), resulting in the deemed cancellation of the Former Award and the grant of replacement LTIP 2s. |
(2) | 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. |
(3) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Welter Jeremy 14185 DALLAS PARKWAY SUITE 1200 DALLAS, TX 75254 |
| X | President and COO |
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Signatures
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/s/ Jeremy Welter | | 7/8/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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