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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Units (4) | $ 0 | 11/12/2014(4) | J(4) | 27.8 | (4) | (4) | Common Stock (4) | 27.8 | $ 0 | 27.8 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Eubanks Deric S 14185 DALLAS PARKWAY SUITE 1100 DALLAS, TX 75254 |
CFO and Treasurer |
/s/ DERIC S. EUBANKS | 11/13/2014 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The shares were acquired by the Reporting Person in connection with an exchange offer by the Issuer for common units of Ashford Hospitality Advisors LLC ("Ashford LLC") previously held by the Reporting Person. For every fifty-five (55) common units of Ashford LLC exchanged by the Reporting Person, the Reporting Person received one (1) share of common stock of the Issuer. |
(2) | Includes six hundred twenty (620) shares of the Issuer's common stock distributed by Ashford Hospitality Trust, Inc. ("Ashford Trust") in connection with the spin-off of the Issuer from Ashford Trust. |
(3) | Represents shares of the Issuer's common stock held in an individual retirement account of the Reporting Person's spouse. Such shares of common stock were acquired in connection with the spin-off of the Issuer from Ashford Trust. |
(4) | Represents common units ("Common Units") in Ashford LLC, the Issuer's operating subsidiary, owned by the Reporting Person. The Reporting Person held such Common Units prior to the spin-off of the Issuer from Ashford Trust, but such Common Units were not convertible except upon consummation of such spin-off. Common Units, on or after November 12, 2015, 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. |