4//SEC Filing
Haiman Robert G. 4
Accession 0001104659-20-046503
CIK 0001574085other
Filed
Apr 13, 8:00 PM ET
Accepted
Apr 14, 8:15 PM ET
Size
13.1 KB
Accession
0001104659-20-046503
Insider Transaction Report
Form 4
Haiman Robert G.
Exec. VP, GC and Secretary
Transactions
- Tax Payment
Common Stock
2020-03-13$2.81/sh−105$295→ 21,420 total
Holdings
- 65,000
Performance LTIP Units (2020)
Exercise: $0.00From: 2022-12-31Exp: 2022-12-31→ Common Stock (65,000 underlying) - 17,338
Performance Stock Units (2019)
Exercise: $0.00From: 2021-12-31Exp: 2021-12-31→ Common Stock (17,338 underlying) - 49,838
LTIP Units
Exercise: $0.00→ Common Stock (49,838 underlying)
Footnotes (10)
- [F1]Represents shares of common stock forfeited to the Issuer to satisfy certain tax-withholding obligations of the Reporting Person arising as a result of the vesting of restricted stock held by the Reporting Person. Represents the closing price of the common stock on March 12, 2020, the last trading day before the date of forfeiture.
- [F10]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, 2021 (with respect to the 2019 grant).
- [F2]Each performance LTIP Unit ("Performance LTIP Unit") awards represents an LTIP Unit (as defined below) subject to performance-based vesting criteria.
- [F3]Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 200% of the target number of LTIP Units for such respective award. 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 a specified relative total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative total stockholder return, the Performance LTIP Units, as adjusted, will generally vest on December 31, 2022 (with respect to the 2019 grant) and December 31, 2022 (with respect to the 2020 grant). See Footnote 4 discussing the convertibility of vested LTIP Units. One-third of the Performance LTIP Units granted in 2020 will be eligible to vest (at up to 200% of target) based on performance during the first year of the performance period.
- [F4]Represents special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality 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. "Common Partnership Units" are Common Limited Partnership Units of the Subsidiary and 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.
- [F5]The LTIP Units reported herein vest in three (3) equal installments over a three (3) year term from the date of the award. See Footnote 4 discussing the convertibility of vested LTIP Units.
- [F6]The vested LTIP Units do not have an expiration date.
- [F7]Reflects only the number of shares of underlying securities into which the reported award of LTIP Units (not the aggregate number of LTIP Units) is convertible. See Footnote 4 discussing the convertibility of vested LTIP Units.
- [F8]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 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 4 discussing convertibility of LTIP Units and Footnote 4 discussing convertibility of Common Partnership Units.
- [F9]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.
Documents
Issuer
Braemar Hotels & Resorts Inc.
CIK 0001574085
Entity typeother
Related Parties
1- filerCIK 0001740897
Filing Metadata
- Form type
- 4
- Filed
- Apr 13, 8:00 PM ET
- Accepted
- Apr 14, 8:15 PM ET
- Size
- 13.1 KB