Home/Filings/4/0001104659-23-029623
4//SEC Filing

NUNNELEY MARK 4

Accession 0001104659-23-029623

CIK 0001574085other

Filed

Mar 6, 7:00 PM ET

Accepted

Mar 7, 5:02 PM ET

Size

12.1 KB

Accession

0001104659-23-029623

Insider Transaction Report

Form 4
Period: 2023-03-03
NUNNELEY MARK
Chief Accounting Officer
Transactions
  • Award

    Performance Stock Units (2023)

    2023-03-03+51,09751,097 total
    Exercise: $0.00From: 2025-12-31Exp: 2025-12-31Common Stock (51,097 underlying)
Holdings
  • Common Stock

    295,954
  • Series E Redeemable Preferred Stock

    18,000
  • Performance Stock Units (2021)

    Exercise: $0.00From: 2023-12-31Exp: 2023-12-31Common Stock (65,331 underlying)
    65,331
  • Performance LTIP Units (2022)

    (indirect: By LLC)
    Exercise: $0.00From: 2024-12-31Exp: 2024-12-31Common Stock (117,248 underlying)
    117,248
Footnotes (5)
  • [F1]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.
  • [F2]Eepresents the target number of common stock shares that may be issued pursuant to the 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 target number of Performance Stock Units reported, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder returns, the Performance Stock Units, as adjusted, will generally vest on December 31, 2023 (with respect to the 2021 grant) and December 31, 2025 (with respect to the 2023 grant).
  • [F3]Each performance LTIP unit ("Performance LTIP Unit") award represents a special long-term incentive partnership unit ("LTIP Unit") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary, subject to specified performance-based vesting criteria.
  • [F4]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. 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 specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder return, the Performance LTIP Units, will generally vest on December 31, 2024. Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units ("Common Units"), are convertible into Common Units at the option of the Reporting Person. Common 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.
  • [F5]The Reporting Person received the Performance Stock Units pursuant to an award granted by the Issuer under the Issuer's Second Amended and Restated 2013 Equity Incentive Plan.

Issuer

Braemar Hotels & Resorts Inc.

CIK 0001574085

Entity typeother

Related Parties

1
  • filerCIK 0001261029

Filing Metadata

Form type
4
Filed
Mar 6, 7:00 PM ET
Accepted
Mar 7, 5:02 PM ET
Size
12.1 KB