Stockton Richard J 4

Accession 0001104659-24-032502

CIK 0001574085other

View on SEC.gov Company Profile

Filed

Mar 7, 7:00 PM ET

Accepted

Mar 8, 5:58 PM ET

Size

17.8 KB

Accession

0001104659-24-032502

Insider Transaction Report

Form 4

Period: 2024-03-06

Braemar Hotels & Resorts Inc.BHR

Stockton Richard J

DirectorCEO and President

Transactions

Exercise/Conversion
LTIP Units
2024-03-06+349,990→ 524,985 total
Exercise: $0.00→ Common Stock (349,990 underlying)
Award
Common Partnership Units
2024-03-06+40,532→ 40,532 total
Exercise: $0.00→ Common Stock (40,532 underlying)
Exercise/Conversion
Performance LTIP Units (2021)
2024-03-06−349,990→ 0 total
Exercise: $0.00From: 2023-12-31Exp: 2023-12-31→ Common Stock (0 underlying)

Holdings

Series B Preferred Stock
8,150
Performance Stock Units (2023)
Exercise: $0.00From: 2025-12-31Exp: 2025-12-31→ Common Stock (176,295 underlying)
176,295
Common Stock
189,715
Performance LTIP Units (2022)
Exercise: $0.00From: 2024-12-31Exp: 2024-12-31→ Common Stock (418,372 underlying)
418,372

Footnotes (10)

[F1]Each performance LTIP Unit ("Performance LTIP Unit") award represents a special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"), subject to performance-based vesting criteria.
[F10]Represents dividend equivalent rights that accrued on a Performance LTIP Unit award pursuant to the dividend reinvestment feature of the award.
[F2]Represents the maximum number of LTIP Units that may vest pursuant to the 2021 and 2022 awards 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 performance metrics. Assuming continued service through the vesting date and minimum achievement of the specified performance metrics, the Performance LTIP Units will generally vest on December 31, 2023 (with respect to the 2021 grant) and December 31, 2024 (with respect to the 2022 grant). See Footnote 3 discussing the convertibility of vested LTIP Units.
[F3]Represents LTIP Units in the 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.
[F4]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 3 discussing the convertibility of vested LTIP Units.
[F5]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.
[F6]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.
[F7]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, 2025.
[F8]Reflects the aggregate number of Common Partnership Units currently held directly or indirectly, as noted, 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 9 discussing the convertibility of the Common Partnership Units.
[F9]Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"). Common Partnership Units are redeemable for cash or, at the option of the Issuer, redeemable for shares of the Issuer's common stock on a 1-for-1 basis.

Documents

1 file

4
tm248317-4_4seq1.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

Braemar Hotels & Resorts Inc.

CIK 0001574085

→

Entity typeother

Related Parties

filerCIK 0001688739

Filing Metadata

Form type: 4
Filed: Mar 7, 7:00 PM ET
Accepted: Mar 8, 5:58 PM ET
Size: 17.8 KB

View on SEC.gov