4//SEC Filing
Ashford Hospitality Prime, Inc. 4
Accession 0000909143-17-000043
$BHRCIK 0001574085operating
Filed
Apr 30, 8:00 PM ET
Accepted
May 1, 5:08 PM ET
Size
16.4 KB
Accession
0000909143-17-000043
Insider Transaction Report
Form 4
BROOKS DAVID A
COO, General Counsel and Sec.
Transactions
- Award
Common Stock
2017-04-27+33,937→ 126,815 total - Award
Performance Stock Units (2017)
2017-04-27+33,937→ 33,937 totalExercise: $0.00From: 2019-12-31Exp: 2019-12-31→ Common Stock (33,937 underlying)
Holdings
- 14,052
LTIP Units
Exercise: $0.00→ Common Stock (14,052 underlying) - 55,361
Performance Stock Units (2016)
Exercise: $0.00From: 2018-12-31Exp: 2018-12-31→ Common Stock (55,361 underlying) - 374,936.2
Common Partnership Units
Exercise: $0.00From: 2014-11-19→ Common Stock (374,936.2 underlying) - 48,683
Performance Stock Units (2015)
Exercise: $0.00From: 2017-12-31Exp: 2017-12-31→ Common Stock (48,683 underlying)
Footnotes (9)
- [F1]The Reporting Person received the shares pursuant to a stock grant from the Issuer under the Issuer's 2013 Equity Incentive Plan (the "Plan"). Such shares vest in three (3) substantially equal installments on the first three anniversaries of the date of grant. Such award is subject to approval, by the Issuer's shareholders, of an amendment to the Plan to increase the number of shares of common stock available thereunder.
- [F2]The Reporting Person received the Performance Stock Units (as defined below) pursuant to an award granted by the Issuer under the Issuer's 2013 Equity Incentive Plan. Such award is subject to approval, by the Issuer's shareholders, of an amendment to the Plan to increase the number of shares of common stock available thereunder.
- [F3]Each Performance Stock Unit ("Performance Stock Unit") award represents the right, upon achievement of certain specified performance-based vesting criteria, to receive up to two (2) shares of the Issuer's common stock.
- [F4]Represents the target share amount that may be issued pursuant to such 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 number of Performance Stock Units awarded, based on achievement of a specified relative total stockholder returns. Assuming continued service through the vesting date and achievement of the specified performance-based vesting criteria, the Performance Stock Units, as adjusted, will generally vest on December 31, 2017 (with respect to the 2015 grant), December 31, 2018 (with respect to the 2016 grant) and December 31, 2019 (with respect to the 2017 grant - reported herein).
- [F5]Special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Prime Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Partnership Units, are convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 6 discussing convertibility of Common Partnership Units.
- [F6]Common limited partnership units ("Common Partnership Units") in the Subsidiary. Common Partnership 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.
- [F7]Reflects the aggregate number of LTIP Units held by the Reporting Person and includes LTIP Units which (i) may have achieved parity with the Common Partnership Units, (ii) have not yet achieved parity with the Common Partnership Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes. See Footnote 5 discussing convertibility of LTIP Units and Footnote 6 discussing convertibility of Common Partnership Units.
- [F8]Reflects the aggregate number of Common Partnership Units currently held 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 6 discussing the convertibility of the Common Partnership Units.
- [F9]Neither the Common Partnership Units nor vested LTIP Units (including any LTIP Units awarded upon achievement of the specified performance criteria relating to vested Performance LTIP Units) have an expiration date.
Documents
Issuer
Ashford Hospitality Prime, Inc.
CIK 0001574085
Entity typeoperating
IncorporatedMD
Related Parties
1- filerCIK 0001574085
Filing Metadata
- Form type
- 4
- Filed
- Apr 30, 8:00 PM ET
- Accepted
- May 1, 5:08 PM ET
- Size
- 16.4 KB