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4//SEC Filing

Bennett Monty J 4

Accession 0001104659-24-039055

CIK 0001604738other
View on SEC.govCompany Profile

Filed

Mar 25, 8:00 PM ET

Accepted

Mar 26, 4:31 PM ET

Size

43.4 KB

Accession

0001104659-24-039055

Insider Transaction Report

Form 4
Period: 2024-03-22
Ashford Inc.AINC
BENNETT MONTGOMERY J
DirectorChief Executive Officer
Transactions
  • Award

    Special Limited Partnership Units (2024)

    2024-03-22+37,640→ 37,640 total
    Exercise: $0.00→ Common Stock (37,640 underlying)
Holdings

  • Common Stock

    (indirect: By Reserve, LP IV)
    13,408

  • Series D Convertible Preferred Stock

    (indirect: By MJB Investments LP)
    Exercise: $0.21→ Common Stock (2,041,788 underlying)
    9,047,300

  • Common Units

    (indirect: By Reserve, LP III)
    Exercise: $0.00→ Common Units (78.67 underlying)
    78.67

  • Common Stock

    (indirect: By Dartmore LP)
    62,116

  • Common Stock

    (indirect: By Spouse)
    15

  • Class 2 LTIP Units

    (indirect: By LLC)
    Exercise: $57.34From: 2020-04-18Exp: 2027-04-18→ Common Stock (50,000 underlying)
    50,000

  • Series D Convertible Preferred Stock

    (indirect: By Trust)
    Exercise: $0.21→ Common Stock (18,054 underlying)
    80,000

  • Common Units

    (indirect: By MJB Investments LP)
    Exercise: $0.00→ Common Units (35.91 underlying)
    35.91

  • Common Units

    (indirect: By MJB Operating, LP)
    Exercise: $0.00→ Common Units (143.04 underlying)
    143.04

  • Common Units

    (indirect: By Reserve, LP IV)
    Exercise: $0.00→ Common Units (109.24 underlying)
    109.24

  • Common Stock

    (indirect: By Reserve, LP III)
    8,918

  • Common Stock

    (indirect: By Ashford Financial Corporation)
    10,597.5

  • Special Limited Partnership Units (2023)

    (indirect: By LLC)
    Exercise: $0.00→ Common Stock (41,174 underlying)
    41,174

  • Class 2 LTIP Units

    (indirect: By LLC)
    Exercise: $45.00From: 2025-03-15Exp: 2032-03-15→ Common Stock (48,170 underlying)
    48,170

  • Class 2 LTIP Units

    (indirect: By LLC)
    Exercise: $85.97From: 2017-12-11Exp: 2025-12-11→ Common Stock (60,000 underlying)
    60,000

  • Special Limited Partnership Units (2022)

    (indirect: By LLC)
    Exercise: $0.00→ Common Stock (38,853 underlying)
    38,853

  • Stock Options (right to purchase)

    Exercise: $94.96From: 2021-03-14Exp: 2028-03-14→ Common Stock (77,206 underlying)
    77,206

  • Stock Options (right to purchase)

    (indirect: By MJB Operating, LP)
    Exercise: $85.97From: 2017-12-11Exp: 2025-12-11→ Common Stock (35,000 underlying)
    35,000

  • Series D Convertible Preferred Stock

    Exercise: $0.21→ Common Stock (34,303 underlying)
    152,000

  • Common Units

    (indirect: By Dartmore LP)
    Exercise: $0.00→ Common Units (501.6 underlying)
    501.6

  • Common Units

    (indirect: By Ashford Financial Corporation)
    Exercise: $0.00→ Common Units (93.18 underlying)
    93.18

  • Stock Units under Deferred Compensation Plan

    (indirect: By Trust)
    → Common Stock (195,579 underlying)
    195,579

  • Common Stock

    267,504

  • Common Stock

    (indirect: By MJB Operating, LP)
    4,662

  • Common Stock

    (indirect: By MJB Investments LP)
    118,290

  • Class 2 LTIP Units

    (indirect: By LLC)
    Exercise: $45.59From: 2019-03-31Exp: 2026-03-31→ Common Stock (100,000 underlying)
    100,000

  • Class 2 LTIP Units

    (indirect: By LLC)
    Exercise: $57.71From: 2020-10-03Exp: 2027-10-03→ Common Stock (50,000 underlying)
    50,000

  • Class 2 LTIP Units

    (indirect: By LLC)
    Exercise: $61.12From: 2022-02-27Exp: 2029-02-27→ Common Stock (90,000 underlying)
    90,000
Footnotes (10)
  • [F1]The Reporting Person received the LTIP Units pursuant to a grant from the Issuer under the Issuer's 2014 Incentive Plan, as amended (the "Plan"). Such shares vest in three (3) substantially equal installments on the first three (3) anniversaries following the date of grant.
  • [F10]Each Stock Unit entitles the Reporting Person to receive one share of the Issuer's common stock on the date (or dates) elected by the Reporting Person under the Ashford Inc. Amended and Restated Nonqualified Deferred Compensation Plan (originally adopted by Ashford Hospitality Trust, Inc., effective January 1, 2008) assumed by the Issuer, effective November 12, 2014.
  • [F2]Vested LTIP Units, upon achieving parity with Common Units (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 9 discussing the convertibility of Common Units.
  • [F3]Neither the LTIP Units nor the Common Units have an expiration date.
  • [F4]Class 2 Long-Term Incentive Partnership Units ("LTIP 2") in Ashford Hospitality Holdings LLC ("AHH") granted under the Plan. The LTIP 2s will vest on March 15, 2025, the third anniversary of the grant date on March 15, 2022. Each vested LTIP 2 can convert into a number of common limited partnership units of AHH ("Common Units"), based on the appreciation in a share of the Issuer's common stock over the issue price, but a vested LTIP 2 may only be so converted prior to the final conversion date of such LTIP 2.
  • [F5]Such 9,047,300 of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 2,041,788 shares of the Issuer's common stock (including 116,831 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) at a conversion ratio equal to the liquidation preference of a share of Series D Convertible Preferred Stock, par value $25.00, divided by $117.50, subject to adjustment (the "Conversion Ratio").
  • [F6]In connection with the transactions contemplated by the Combination Agreement, dated May 31, 2019, as amended (the "Combination Agreement"), among the Issuer, the Reporting Person, Archie Bennett, Jr., Remington Holdings, L.P., Remington Holdings GP, LLC, Project Management LLC, MJB Investments, L.P., Jeremy Welter, James L. Cowen, Ashford Nevada Holding Corp. and Ashford Merger Sub Inc., the 80,000 shares of Series B Convertible Preferred Stock beneficially owned by a trust for the benefit of one of the Reporting Person's minor children were converted on a one-for-one basis into 80,000 shares of Series D Convertible Preferred Stock.
  • [F7]Such 80,000 shares of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 18,054 shares of the Issuer's common stock (including 1,033 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) at the Conversion Ratio.
  • [F8]In connection with the transactions contemplated by the Combination Agreement, the Reporting Person received 152,000 shares of Series D Convertible Preferred Stock. Such 152,000 shares of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 34,303 shares of the Issuer's common stock (including 1,963 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) at the Conversion Ratio.
  • [F9]Common Units in AHH, the Issuer's operating subsidiary, owned by 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. The Common Units have no expiration date.

Documents

1 file

Issuer

Ashford Inc.

CIK 0001604738

→
Entity typeother

Related Parties

1
  • filerCIK 0001260654

Filing Metadata

Form type
4
Filed
Mar 25, 8:00 PM ET
Accepted
Mar 26, 4:31 PM ET
Size
43.4 KB
View on SEC.gov