Bennett Monty J 4

Accession 0001104659-24-047798

CIK 0001604738other

View on SEC.gov Company Profile

Filed

Apr 15, 8:00 PM ET

Accepted

Apr 16, 4:27 PM ET

Size

42.7 KB

Accession

0001104659-24-047798

Insider Transaction Report

Form 4

Period: 2024-04-15

Ashford Inc.AINC

BENNETT MONTGOMERY J

DirectorChief Executive Officer

Transactions

Purchase
Common Stock
2024-04-15$4.91/sh+200,000$982,000→ 467,504 total

Holdings

Common Stock
(indirect: By Ashford Financial Corporation)
10,597.5
Common Units
(indirect: By MJB Investments LP)
Exercise: $0.00→ Common Units (35.91 underlying)
35.91
Special Limited Partnership Units (2024)
(indirect: By LLC)
Exercise: $0.00→ Common Stock (37,640 underlying)
37,640
Special Limited Partnership Units (2022)
(indirect: By LLC)
Exercise: $0.00→ Common Stock (38,853 underlying)
38,853
Common Units
(indirect: By MJB Operating, LP)
Exercise: $0.00→ Common Units (143.04 underlying)
143.04
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
(indirect: By MJB Investments LP)
Exercise: $0.21→ Common Stock (2,042,347 underlying)
9,047,300
Common Units
(indirect: By Ashford Financial Corporation)
Exercise: $0.00→ Common Units (93.18 underlying)
93.18
Common Stock
(indirect: By MJB Investments LP)
132,927
Class 2 LTIP Units
(indirect: By LLC)
Exercise: $45.59From: 2019-03-31Exp: 2026-03-31→ Common Stock (100,000 underlying)
100,000
Common Stock
(indirect: By Dartmore LP)
62,116
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: $57.71From: 2020-10-03Exp: 2027-10-03→ Common Stock (50,000 underlying)
50,000
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: $61.12From: 2022-02-27Exp: 2029-02-27→ Common Stock (90,000 underlying)
90,000
Stock Options (right to purchase)
Exercise: $94.96From: 2021-03-14Exp: 2028-03-14→ Common Stock (77,206 underlying)
77,206
Series D Convertible Preferred Stock
Exercise: $0.21→ Common Stock (34,313 underlying)
152,000
Common Units
(indirect: By Dartmore LP)
Exercise: $0.00→ Common Units (501.6 underlying)
501.6
Common Stock
(indirect: By Reserve, LP IV)
12,351
Common Stock
(indirect: By Spouse)
15
Series D Convertible Preferred Stock
(indirect: By Trust)
Exercise: $0.21→ Common Stock (18,059 underlying)
80,000
Class 2 LTIP Units
(indirect: By LLC)
Exercise: $57.34From: 2020-04-18Exp: 2027-04-18→ Common Stock (50,000 underlying)
50,000
Class 2 LTIP Units
(indirect: By LLC)
Exercise: $85.97From: 2017-12-11Exp: 2025-12-11→ Common Stock (60,000 underlying)
60,000
Common Units
(indirect: By Reserve, LP IV)
Exercise: $0.00→ Common Units (109.24 underlying)
109.24
Common Units
(indirect: By Reserve, LP III)
Exercise: $0.00→ Common Units (78.67 underlying)
78.67
Stock Units under Deferred Compensation Plan
(indirect: By Trust)
→ Common Stock (195,579 underlying)
195,579

Footnotes (11)

[F1]The price reported in Column 4 is a weighted average price, rounded to the nearest cent. These shares were purchased in multiple transactions at prices ranging from $4.75 to $4.98, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
[F10]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.
[F11]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]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.
[F3]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 10 discussing the convertibility of Common Units.
[F4]Neither the LTIP Units nor the Common Units have an expiration date.
[F5]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.
[F6]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 2,042,347 shares of the Issuer's common stock (including 117,390 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").
[F7]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.
[F8]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 18,059 shares of the Issuer's common stock (including 1,038 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]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 34,313 shares of the Issuer's common stock (including 1,972 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) at the Conversion Ratio.

Documents

1 file

4
tm2411973-1_4seq1.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

Ashford Inc.

CIK 0001604738

→

Entity typeother

Related Parties

filerCIK 0001260654

Filing Metadata

Form type: 4
Filed: Apr 15, 8:00 PM ET
Accepted: Apr 16, 4:27 PM ET
Size: 42.7 KB

View on SEC.gov