UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Ashford Hospitality Trust, Inc.
------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
-------------------------------------------
(Title of Class of Securities)
044103109
-----------------------------
(CUSIP Number)
Montgomery J. Bennett
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254
(972) 490-9600
------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 14, 2006
-----------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box. [ X ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See section 240.13d-7 for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a
reporting person=s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 044103109 13D Page 2 of 7
1 NAME OF REPORTING PERSON Montgomery J. Bennett
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
-------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
-------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------
4 SOURCE OF FUNDS PF/OO
-------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
-------------------------------------------------------------------------
|
NUMBER OF |
|
SHARES |7 SOLE VOTING POWER 3,982,223
|------------------------------------------------------
BENEFICIALLY |
|
OWNED BY |8 SHARED VOTING POWER 0
|------------------------------------------------------
EACH |
|
REPORTING |9 SOLE DISPOSITIVE POWER 3,982,223
|------------------------------------------------------
PERSON |
|
WITH |10 SHARED DISPOSITIVE POWER 0
-------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 3,982,223
-------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
-------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.73%
-------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN
-------------------------------------------------------------------------
CUSIP NO. 044103109 13D Page 3 of 7
Schedule 13D
------------
Item 1. Security and Issuer
-------------------
This Statement on Schedule 13D ("Statement") relates to the
common stock, par value $0.01 per share (the "Common Stock"), of
Ashford Hospitality Trust, Inc., a Maryland corporation (the
"Issuer") and is being filed by Montgomery J. Bennett (the
"Reporting Person"). The principal executive offices of the
Issuer are located at 14185 Dallas Parkway, Suite 1100, Dallas,
Texas 75254. The Reporting Person has previously reported his
holdings in a Statement on Schedule 13G filed with the Securities
and Exchange Commission. No change has occurred in the Reporting
Person's investment intent; however, as a result of the Reporting
Person's position as President, Chief Executive Officer and a
director of the Issuer, the Reporting Person has chosen to report
his holdings on this Schedule 13D.
Item 2. Identity and Background
-----------------------
(a) NAME. The name of the Reporting Person is Montgomery
J. Bennett.
(b) BUSINESS ADDRESS. The business address of the
Reporting Person is 14185 Dallas Parkway, Suite 1100, Dallas,
Texas 75254.
(c) OCCUPATION AND EMPLOYMENT. The Reporting Person is
currently President and Chief Executive Officer of the Issuer.
(d) CRIMINAL PROCEEDINGS. During the last five years, the
Reporting Person has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) CIVIL PROCEEDINGS. During the last five years, the
Reporting Person has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a
result of which the Reporting Person was or is subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) CITIZENSHIP. The Reporting Person is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
The holdings reported by the Reporting Person herein consist
of 713,695 shares of Common Stock held directly or indirectly by
the Reporting Person and 3,268,528 Units of limited partnership
interests ("Units," and together with the shares of Common Stock
held by the Reporting Person, the "Securities") in Ashford
Hospitality Limited Partnership, the operating subsidiary of the
Issuer ("Partnership"). The Units are currently convertible into
cash or, at the option of the Issuer, shares of Common Stock
(currently on a 1-for-1 basis). The Securities reported herein
were acquired by the Reporting Person in business transactions
between the Issuer and the Reporting Person (or entities
affiliated with the Reporting Person), restricted stock grants
and personal funds.
CUSIP NO. 044103109 13D Page 4 of 7
Item 4. Purpose of Transaction
----------------------
The Reporting Person acquired the Securities for investment
purposes and not with a view toward or having the effect of
directing control over the Issuer. As a result of the Reporting
Person's position as President, Chief Executive Officer and a
director of the Issuer, the Reporting Person may effect a measure
of control over the Issuer. The Reporting Person will continue
to evaluate his ownership and voting position in the Issuer and
may consider the following future courses of action: (i)
continuing to hold the Securities for investment; (ii) converting,
at the option of the Company, some or all of the Units into
shares of Common Stock, (iii) disposing of all or a portion of
the Securities in open market sales or in privately-negotiated
transactions; or (iv) acquiring additional shares of the
Common Stock in the open market or in privately-negotiated
transactions. The Reporting Person has not as yet determined
which of the courses of action specified in this paragraph he
may ultimately take. The Reporting Person's future actions with
regard to this investment are dependent on his evaluation of a
variety of circumstances affecting the Issuer in the future,
including the market price of the Common Stock, the Issuer's
business and the Reporting Person's investment portfolio.
Other than as set forth above, the Reporting Person does not have
any plans or proposals that would result in any of the following:
(a) the acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the
Issuer;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(d) any change in the present Board of Directors or
management of the Issuer, including any plans or
proposals to change the number or terms of Directors or
to fill any existing vacancies on the Board of
Directors;
(e) any material change in the present capitalization or
dividend policy of the Issuer;
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an interdealer
quotation system of a registered national securities
association;
(i) causing a class of equity securities of the Issuer to
become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934, as amended; or
(j) any action similar to any of those enumerated above.
CUSIP NO. 044103109 13D Page 5 of 7
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES. The
Reporting Person beneficially owns an aggregate of 3,982,223
shares of Common Stock (which includes 3,268,528 Units that are
presently convertible, at the option of the Issuer, into shares
of Common Stock), representing approximately 6.73% of the
Issuer's outstanding Common Stock.
(b) POWER TO VOTE AND DISPOSE. The Reporting Person has
the sole voting and dispositive power over the Securities
identified in response to Item 5(a) above; provided, however, the
Units may only be converted into shares of Common Stock at the
option of the Issuer.
(c) TRANSACTIONS WITHIN THE PAST 60 DAYS. The Reporting
Person has not effected any transactions in the Issuer's
securities within sixty (60) days preceding the date hereof.
(d) CERTAIN RIGHTS OF OTHER PERSONS. Not applicable.
(e) DATE CEASED TO BE A 5% OWNER. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer
--------------------------------------------------------
In connection with a public offering by the Issuer in
January 2006, the Reporting Person entered into a letter agreement
("Lock-Up Agreement") with the underwriters participating therein.
Pursuant to such Lock-Up Agreement, the Reporting Person has agreed
that, subject to certain exceptions, he will not, during the period
from January 19, 2006 to and including March 21, 2006, without the
prior written consent of Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated on behalf of the
underwriters:
* offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any
option or contract to sell, grant any option,
right or warrant to purchase, lend, or otherwise
transfer or dispose of, directly or indirectly,
any shares of Common Stock or any securities
convertible into or exercisable or exchangeable
for Common Stock;
* enter into any swap or other arrangement that
transfers to another, in whole or in part, any of
the economic consequences of ownership of Common
Stock; or
* demand or otherwise seek registration of shares of
Common Stock with the SEC.
A copy of the lock-up agreement is attached hereto as
Exhibit 1.
CUSIP NO. 044103109 13D Page 6 of 7
Item 7. Material to be filed as Exhibits
--------------------------------
Exhibit 1 Letter Agreement between the Reporting Person
and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co.
Incorporated.
CUSIP NO. 044103109 13D Page 7 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this
statement is true, complete and correct.
Date: February 14, 2006
/s/ Montgomery J. Bennett
-------------------------------
Montgomery J. Bennett
EXHIBIT 1
January 19, 2006
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated,
MORGAN STANLEY & CO. INCORPORATED
as Representatives of the several
Underwriters to be named in the
within-mentioned Underwriting Agreement
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4 World Financial Center
New York, New York 10080
Re: Proposed Public Offering by Ashford Hospitality Trust,
Inc.
Dear Sirs:
The undersigned, an officer and/or director of Ashford
Hospitality Trust, Inc., a Maryland corporation (the "Company"),
understands that Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch") and Morgan Stanley
& Co. Incorporated (the "Representatives") propose to enter into
an Underwriting Agreement (the "Underwriting Agreement") with the
Company and Ashford Hospitality Limited Partnership, a Delaware
limited partnership (the "Operating Partnership") providing for
the public offering of shares (the "Securities") of the Company's
common stock, par value $.01 per share (the "Common Stock"). In
recognition of the benefit that such an offering will confer upon
the undersigned as an officer and/or director of the Company, and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned
agrees with each underwriter to be named in the Underwriting
Agreement that, during a period of 60 days from the date of the
Underwriting Agreement, the undersigned will not, without the
prior written consent of the Representatives, directly or
indirectly, (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant for the sale of, or
otherwise dispose of or transfer any shares of the Company's
Common Stock or any securities convertible into or exchangeable
or exercisable for Common Stock or partnership units of the
Operating Partnership, whether now owned or hereafter acquired by
the undersigned or with respect to which the undersigned has or
hereafter acquires the power of disposition, or file, or cause to
be filed, or make any demand or exercise any right with respect
to the filing of, any registration statement under the Securities
Act of 1933, as amended, with respect to any of the foregoing
(collectively, the "Lock-Up Securities"), or to otherwise
participate as a selling securityholder in any manner in any
registration effected by the Company under the Securities Act,
including the registration statement described herein, or (ii)
enter into any swap or any other agreement or any transaction
that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of the Lock-Up Securities,
whether any such swap or transaction is to be settled by delivery
of Common Stock or other securities, in cash or otherwise.
Notwithstanding the foregoing, if (x) during the last 17
days of the 60-day restricted period, the Company issues an
earnings release or material news or a material event relating to
the Company occurs; or (y) prior to the expiration of the 60-day
restricted period, the Company announces that it will release
earnings results during the 16-day period beginning on the last
day of such 60-day period; then in each case the restrictions
imposed in this Letter Agreement shall continue to apply until
the expiration of the 18-day period beginning on the issuance of
the earnings release or the occurrence of the material news or
material event; provided, however, that this sentence shall not
apply if, within 3 days of the termination of the 60-day
restricted period, the Chief Executive Officer or the Chief
Financial Officer of the Company delivers to the Representatives
a certificate, certifying on behalf of the Company that the
Company's shares of Common Stock are, as of the date of delivery
of such certificate, "actively traded" as defined in Rule
101(c)(1) of Regulation M of the Exchange Act.
If the Underwriting Agreement shall terminate prior to
payment for and delivery of the Shares, the Representatives will
release the undersigned from the obligations under this letter
agreement.
Very truly yours,
Signature: /s/ Montgomery J. Bennett
--------------------------
Print Name: Montgomery J. Bennett