4//SEC Filing
NUNNELEY MARK 4
Accession 0001104659-23-032833
CIK 0001574085other
Filed
Mar 14, 8:00 PM ET
Accepted
Mar 15, 4:36 PM ET
Size
12.2 KB
Accession
0001104659-23-032833
Insider Transaction Report
Form 4
NUNNELEY MARK
Chief Accounting Officer
Transactions
- Tax Payment
Common Stock
2023-03-13$4.38/sh−1,623$7,109→ 294,331 total
Holdings
- 18,000
Series E Redeemable Preferred Stock
- 65,331
Performance Stock Units (2021)
Exercise: $0.00From: 2023-12-31Exp: 2023-12-31→ Common Stock (65,331 underlying) - 117,248(indirect: By LLC)
Performance LTIP Units (2022)
Exercise: $0.00From: 2024-12-31Exp: 2024-12-31→ Common Stock (117,248 underlying) - 51,097
Performance Stock Units (2023)
Exercise: $0.00From: 2025-12-31Exp: 2025-12-31→ Common Stock (51,097 underlying)
Footnotes (6)
- [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.
- [F2]Represents the closing price of the common stock on March 10, 2023, the last trading day before the date of forfeiture.
- [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 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).
- [F5]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.
- [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. 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.
Documents
Issuer
Braemar Hotels & Resorts Inc.
CIK 0001574085
Entity typeother
Related Parties
1- filerCIK 0001261029
Filing Metadata
- Form type
- 4
- Filed
- Mar 14, 8:00 PM ET
- Accepted
- Mar 15, 4:36 PM ET
- Size
- 12.2 KB