4//SEC Filing
Welter Jeremy 4
Accession 0001104659-22-080946
CIK 0001574085other
Filed
Jul 18, 8:00 PM ET
Accepted
Jul 19, 9:52 PM ET
Size
17.7 KB
Accession
0001104659-22-080946
Insider Transaction Report
Form 4
Welter Jeremy
EVP-Asset Management
Transactions
- Exercise/Conversion
Common Stock
2022-07-15+151,662→ 455,373 total - Tax Payment
Common Stock
2022-07-15$4.60/sh−95,975$441,485→ 359,398 total - Exercise/Conversion
Performance Stock Units (2021)
2022-07-15−151,662→ 0 totalExercise: $0.00From: 2023-12-31Exp: 2023-12-31→ Common Stock (0 underlying)
Holdings
- 107,540
Common Partnership Units
Exercise: $0.00→ Common Stock (107,540 underlying) - 47,500
Performance LTIP Units (2020)
Exercise: $0.00From: 2022-12-31Exp: 2022-12-31→ Common Stock (47,500 underlying) - 4,841.08
Series E Redeemable Preferred Stock
- 45,882
LTIP Units
Exercise: $0.00→ Common Stock (45,882 underlying)
Footnotes (14)
- [F1]Each performance stock unit represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock.
- [F10]Reflects the aggregate number of LTIP Units held 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 7 discussing convertibility of LTIP Units and Footnote 13 discussing convertibility of Common Partnership Units.
- [F11]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.
- [F12]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 specified performance goals.
- [F13]Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"). 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.
- [F14]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 13 discussing the convertibility of the Common Partnership Units.
- [F2]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 performance stock units, restricted stock and common stock held by the Reporting Person.
- [F3]Represents the closing price of the common stock on July 14, 2022, the last trading day before the date of forfeiture.
- [F4]Included in the amount reported are shares of common stock acquired under the automatic dividend reinvestment plan, exempt under Rule 16a-11.
- [F5]Each performance LTIP Unit ("Performance LTIP Unit") award represents an LTIP Unit subject to performance-based vesting criteria.
- [F6]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. See Footnote 7 discussing the convertibility of vested LTIP Units.
- [F7]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 (as defined below) are convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 11 discussing convertibility of Common Partnership Units.
- [F8]The LTIP Units reported herein vest and are convertible into Common Partnership Units in three (3) equal installments over a three (3) year term from the date of the award. See Footnote 7 discussing the convertibility of vested LTIP 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
Braemar Hotels & Resorts Inc.
CIK 0001574085
Entity typeother
Related Parties
1- filerCIK 0001516834
Filing Metadata
- Form type
- 4
- Filed
- Jul 18, 8:00 PM ET
- Accepted
- Jul 19, 9:52 PM ET
- Size
- 17.7 KB