Edgar Filing: Bennett Monty J

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Bennett Monty J

2. Issuer Name and Ticker or Trading Symbol
ASHFORD HOSPITALITY TRUST INC [AHT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

14185 DALLAS PARKWAY, SUITE 1100

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2019

(Street)

DALLAS, TX 75254

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/28/2019		A⁽¹⁾		237,643	A	$ 0 ⁽¹⁾	237,643	D
Common Stock								761,184	I	By MJB Investments, LP
Common Stock								358,317	I	By Dartmore, LP
Common Stock								74,000	I	By Reserve, LP IV

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Stock Units (2019) ⁽²⁾ ⁽³⁾

$ 0 ⁽²⁾

02/28/2019

A⁽³⁾

237,643 ⁽⁴⁾

12/31/2021

Common Stock

237,643 ⁽⁴⁾

$ 0 ⁽³⁾

237,643 ⁽⁴⁾

Performance LTIP Units (2018) ⁽⁵⁾

$ 0 ⁽⁵⁾

03/13/2021

Common Stock

400,641 ⁽⁶⁾ ⁽⁷⁾

Special Limited Partnership Units ⁽⁷⁾

$ 0 ⁽⁷⁾

⁽⁸⁾

⁽⁹⁾

Common Stock

200,321 ⁽⁷⁾

200,321 ⁽¹⁰⁾ ⁽¹¹⁾

Special Limited Partnership Units ⁽⁷⁾

$ 0 ⁽⁷⁾

⁽⁸⁾

⁽⁹⁾

Common Stock

714,845 ⁽¹⁰⁾ ⁽¹¹⁾

By MJB Operating, LP

Performance LTIP Units (2017) ⁽⁵⁾

$ 0 ⁽⁵⁾

03/23/2020

Common Stock

610,032 ⁽⁷⁾

610,032 ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁰⁾

By MJB Operating, LP

Common Limited Partnership Units ⁽¹²⁾

$ 0 ⁽¹²⁾

⁽¹²⁾

⁽⁹⁾

Common Stock

966,772 ⁽¹²⁾

966,772 ⁽¹⁰⁾ ⁽¹³⁾

By MJB Operating, LP

Common Limited Partnership Units ⁽¹²⁾

$ 0 ⁽¹²⁾

⁽¹²⁾

⁽⁹⁾

Common Stock

2,535,930 ⁽¹²⁾

2,535,930 ⁽¹⁰⁾ ⁽¹³⁾

By Dartmore, LP

Common Limited Partnership Units ⁽¹²⁾

$ 0 ⁽¹²⁾

⁽¹²⁾

⁽⁹⁾

Common Stock

177,072 ⁽¹²⁾

177,072 ⁽¹⁰⁾ ⁽¹³⁾

By MJB Investments, LP

Common Limited Partnership Units ⁽¹²⁾

$ 0 ⁽¹²⁾

⁽¹²⁾

⁽⁹⁾

Common Stock

549,662 ⁽¹²⁾

549,662 ⁽¹⁰⁾ ⁽¹³⁾

By Reserve, LP IV

Common Limited Partnership Units ⁽¹²⁾

$ 0 ⁽¹²⁾

⁽¹²⁾

⁽⁹⁾

Common Stock

396,849 ⁽¹²⁾

396,849 ⁽¹⁰⁾ ⁽¹³⁾

By Reserve, LP III

Common Limited Partnership Units ⁽¹²⁾

$ 0 ⁽¹²⁾

⁽¹²⁾

⁽⁹⁾

Common Stock

471,571 ⁽¹²⁾

471,571 ⁽¹⁰⁾ ⁽¹³⁾ ⁽¹⁴⁾

By Ashford Financial Corporation

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bennett Monty J 14185 DALLAS PARKWAY, SUITE 1100 DALLAS, TX 75254	X

Signatures

/s/ Monty J. Bennett		03/04/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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 Reporting Person received the shares pursuant to a stock grant from the Issuer under the Issuer's 2011 Stock Incentive Plan. Such shares vest in three (3) substantially equal installments on the first three (3) anniversaries following the date of grant.
(2)	Each performance stock unit ("Performance Stock Unit") award represents a right to receive between zero (0) and two (2) shares of the Issuer's common stock if and when the applicable vesting criteria have been achieved.
(3)	The Reporting Person received the Performance Stock Units pursuant to a grant from the Issuer under the Issuer's 2011 Stock Incentive Plan.
(4)	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, 2021 with respect to the 2019 Performance Stock Units award.
(5)	Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit (as defined below) subject to specified performance-based vesting criteria.
(6)	Represents the maximum number of LTIP Units (as defined below) 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 March 23, 2020 (with respect to the 2017 Performance LTIP Unit award) and March 13, 2021 (with respect to the 2018 Performance LTIP Unit award). See Footnote 7 discussing the convertibility of vested LTIP Units.
(7)	Represents special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). 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 12 discussing the convertibility of the Common Units.
(8)	The LTIP Units reported herein vest in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant. See Footnote 7 discussing the convertibility of vested LTIP Units.
(9)	Neither the Common Units nor the LTIP Units have an expiration date.
(10)	Reflects adjustment from number of units previously reported to give effect to the adoption of Amendment No. 5 to the Seventh Amended and Restated Agreement of Limited Partnership of the Subsidiary (the "Subsidiary Agreement Amendment"), which was adopted for the purpose of creating additional common partnership units of the Subsidiary and the recapitalization of the common partnership units so that the Conversion Factor (as defined in the Subsidiary Agreement Amendment) became 1.0.
(11)	Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person following the LTIP Units award reported herein, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes.
(12)	Common Limited Partnership Units of the Subsidiary ("Common Units"). 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.
(13)	Reflects the aggregate number of Common Units currently held directly or indirectly, as noted, by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 12 discussing the convertibility of the Common Units.
(14)	14. Reflects only the Reporting Person's pecuniary interest in the aggregate number of Common Units held directly by Ashford Financial Corporation. The Reporting Person hereby disclaims any interest in all other securities of the Issuer held directly by Ashford Financial Corporation.

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