4//SEC Filing
BENNETT ARCHIE JR 4
Accession 0001104659-19-061294
CIK 0001604738other
Filed
Nov 6, 7:00 PM ET
Accepted
Nov 7, 9:25 PM ET
Size
30.0 KB
Accession
0001104659-19-061294
Insider Transaction Report
Form 4
Ashford Inc.AINC
BENNETT ARCHIE JR
10% Owner
Transactions
- Expiration (Short)
Series B Convertible Preferred Stock
2019-11-06−3,720,000→ 0 totalExercise: $0.18→ Common Stock (664,285.7 underlying) - Purchase
Series D Convertible Preferred Stock
2019-11-06+9,199,300→ 9,199,300 totalExercise: $0.21→ Common Stock (1,957,297.9 underlying) - Expiration (Short)
Series B Convertible Preferred Stock
2019-11-06−40,000→ 0 total(indirect: By Trust)Exercise: $0.18→ Common Stock (7,142.9 underlying) - Purchase
Series D Convertible Preferred Stock
2019-11-06+40,000→ 40,000 total(indirect: By Trust)Exercise: $0.21→ Common Stock (8,510.6 underlying) - Expiration (Short)
Series B Convertible Preferred Stock
2019-11-06−40,000→ 0 total(indirect: By Trust)Exercise: $0.18→ Common Stock (7,142.9 underlying) - Purchase
Series D Convertible Preferred Stock
2019-11-06+40,000→ 40,000 total(indirect: By Trust)Exercise: $0.21→ Common Stock (8,510.6 underlying)
Holdings
- 46,380
Common Stock
- 62,116(indirect: By 1080 Partners, LP)
Common Stock
- 10,597.5(indirect: By Ashford Financial Corporation)
Common Stock
- 5,657
Stock Units under Deferred Compensation Plan
→ Common Stock (5,657 underlying) - 152.7
Common Units
Exercise: $0.00→ Common Stock (152.7 underlying) - 501.6(indirect: By 1080 Partners, LP)
Common Units
Exercise: $0.00→ Common Stock (501.6 underlying) - 93.18(indirect: By Ashford Financial Corporation)
Common Units
Exercise: $0.00→ Common Stock (93.18 underlying)
Footnotes (8)
- [F1]Reflects shares already reported as well as additional shares received in a distribution on November 5, 2019 of the Issuer's Common Stock by Ashford Hospitality Trust, Inc. and by Braemar Hotels & Resorts Inc., of which the Reporting Person is a shareholder, in the following amounts: 5,759 held by the Reporting Person directly; 1080 Partners LP, 8,390; and Ashford Financial Corporation, 1,372.5.
- [F2]Reflects the Reporting Person's pecuniary interest in such securities held directly by Ashford Financial Corporation, of which the Reporting Person is a shareholder. The reporting Person disclaims any beneficial interest in any other Common Units or shares of the Issuer's common stock (or securities convertible into shares of the Issuer's common stock) held directly or indirectly by Ashford Financial Corporation.
- [F3]In connection with the transactions contemplated by the Combination Agreement, dated May 31, 2019, as amended (the "Combination Agreement"), among the Issuer, the Reporting Person, Monty Bennett, Remington Holdings, L.P., Remington Holdings GP, LLC, Project Management LLC, MJB Investments, L.P., Jeremy Welter, James L. Cowen, Ashford Nevada Holding Corp. and Ashford Merger Sub Inc., the 3,720,000 shares of Series B Convertible Preferred Stock beneficially owned by the Reporting Person were exchanged on a one-for-one basis into 3,720,000 shares of Series D Convertible Preferred Stock, and the Reporting Person acquired an additional 5,479,300 shares of the Series D Convertible Preferred Stock as reported herein.
- [F4]Such 9,199,300 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 1,957,297.9 shares of the Issuer's common stock at a conversation 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 (the "Conversion Ratio").
- [F5]The Series B Convertible Preferred Stock listed here were held in two separate trusts, each of which held 40,000 shares of Series B Convertible Preferred Stock. In each case, such 40,000 shares of Series B Convertible Preferred Stock had no expiration date and were convertible at any time and from time to time, in full or partially, into 7,142.9 shares of the Issuer's common stock at a conversion ratio equal to the liquidation preference of a share of Series B Convertible Preferred Stock, par value $25.00, divided by $140, subject to adjustment.
- [F6]In connection with the transactions contemplated by the Combination Agreement, the shares of Series B Convertible Preferred Stock held by each trust were converted on a one-for-one basis into shares of Series D Convertible Preferred Stock. In each case, such 40,000 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 8,510.6 shares of the Issuer's common stock at the Conversion Ratio. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person herein states that this filing shall not be deemed an admission that he is the beneficial owner of any such interests, and disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest therein.
- [F7]Each Stock Unit entitles the Reporting Person to receive one share of the Issuer's common stock on the date (or dates) elected by the Reporting Person under the Ashford Inc. Amended and Restated Nonqualified Deferred Compensation Plan (originally adopted by Ashford Hospitality Trust, Inc., effective January 1, 2008) assumed by Ashford Inc., effective November 12, 2014.
- [F8]The common units ("Common Units") in Ashford Hospitality Advisors LLC, the Issuer's operating subsidiary, owned by the Reporting Person 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.
Documents
Issuer
Ashford Inc.
CIK 0001604738
Entity typeother
Related Parties
1- filerCIK 0001260653
Filing Metadata
- Form type
- 4
- Filed
- Nov 6, 7:00 PM ET
- Accepted
- Nov 7, 9:25 PM ET
- Size
- 30.0 KB