NUNNELEY MARK 4

Accession 0001104659-24-032501

CIK 0001574085other

View on SEC.gov Company Profile

Filed

Mar 7, 7:00 PM ET

Accepted

Mar 8, 5:56 PM ET

Size

16.9 KB

Accession

0001104659-24-032501

Insider Transaction Report

Form 4

Period: 2024-03-06

Braemar Hotels & Resorts Inc.BHR

NUNNELEY MARK

Chief Accounting Officer

Transactions

Award
Performance Stock Units (2021)
2024-03-06+65,331→ 130,662 total
Exercise: $0.00From: 2023-12-31Exp: 2023-12-31→ Common Stock (65,331 underlying)
Award
Common Stock
2024-03-06+15,132→ 434,822 total
Exercise/Conversion
Common Stock
2024-03-06+130,662→ 419,690 total
Exercise/Conversion
Performance Stock Units (2021)
2024-03-06−130,662→ 0 total
Exercise: $0.00From: 2023-12-31Exp: 2023-12-31→ Common Stock (0 underlying)

Holdings

Performance LTIP Units (2022)
(indirect: By LLC)
Exercise: $0.00From: 2024-12-31Exp: 2024-12-31→ Common Stock (117,248 underlying)
117,248
Series E Redeemable Preferred Stock
18,000
Performance Stock Units (2023)
Exercise: $0.00From: 2025-12-31Exp: 2025-12-31→ Common Stock (51,097 underlying)
51,097

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]Represents dividend equivalent rights that accrued on a Performance Stock Unit award pursuant to the dividend reinvestment feature of the award. Each dividend equivalent right is the economic equivalent of one share of the Issuer's common stock and is settled in common stock.
[F3]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).
[F4]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.
[F5]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

1 file

4
tm248317-3_4seq1.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

Braemar Hotels & Resorts Inc.

CIK 0001574085

→

Entity typeother

Related Parties

filerCIK 0001261029

Filing Metadata

Form type: 4
Filed: Mar 7, 7:00 PM ET
Accepted: Mar 8, 5:56 PM ET
Size: 16.9 KB

View on SEC.gov