Filing Details

 

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

 

SCHEDULE 13D (Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

 

(Name of Issuer)

 

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

*              The percentage calculations herein are based upon an aggregate of 2,201,745 shares of common stock, par value $0.01 per share, of Ashford Inc., outstanding as of October 2, 2019.

 

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*              The percentage calculations herein are based upon an aggregate of 2,201,745 shares of common stock, par value $0.01 per share, of Ashford Inc., outstanding as of October 2, 2019.

 

3

 

 

*              The percentage calculations herein are based upon an aggregate of 2,201,745 shares of common stock, par value $0.01 per share, of Ashford Inc., outstanding as of October 2, 2019.

 

4

 

 

*              The percentage calculations herein are based upon an aggregate of 2,201,745 shares of common stock, par value $0.01 per share, of Ashford Inc., outstanding as of October 2, 2019.

 

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*              The percentage calculations herein are based upon an aggregate of 2,201,745 shares of common stock, par value $0.01 per share, of Ashford Inc., outstanding as of October 2, 2019.

 

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This amendment No. 3 to Schedule 13D (this Amendment No. 3) amends and supplements the Schedule 13D filed on November 24, 2014 (the Initial Statement and, as amended and supplemented through the date of this Amendment No. 3, collectively the Statement), by the undersigned, relating to the Common Stock, par value $0.01 per share (the Common Stock), of Ashford Inc., a Maryland corporation (the Issuer). Capitalized terms used and not defined in this Amendment No. 3 shall have the meaning ascribed to them in the Statement.

 

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

 

Except as specifically supplemented by this Amendment No. 3, the Statement is unchanged.

 

Item 4.                                  Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

 

On October 3, 2019, the Issuer filed a Current Report on Form 8-K with the SEC, disclosing that on October 2, 2019, the Issuer entered into a stock purchase agreement (the Stock Purchase Agreement) with Ashford Trust, under which the Issuer purchased 393,077 shares of its common stock for $30 per share, resulting in total proceeds of approximately $11.8 million to Ashford Trust. The purchase price equates to a premium of approximately 20% based on the closing price of the Issuers common stock on October 1, 2019.  Due to the parameters of the private letter ruling expected to be received from the Internal Revenue Service by Ashford Trust, the Issuer is only able to acquire the shares held by Ashford Trusts taxable REIT subsidiaries. Additionally, Ashford Trust announced that it currently plans to distribute the remaining 205,086 shares of the Issuers common stock that it currently owns on a pro-rata basis to Ashford Trust common shareholders and unitholders.

 

Ashford Trusts pro-rata distribution of the Issuers shares is contingent upon, and will occur immediately prior to, the Issuers planned acquisition of Remington Holdings, L.P.s hotel management business, as contemplated by the Combination Agreement. The acquisition is subject to approval by the Issuers stockholders and customary closing conditions.

 

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SIGNATURE

 

After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: October 4, 2019

 

 

		ASHFORD HOSPITALITY TRUST, INC.
		By:	/s/ Robert G. Haiman
			Robert G. Haiman
			Executive Vice President, General Counsel and Secretary
		ASHFORD HOSPITALITY LIMITED PARTNERSHIP
		By:	Ashford OP General Partner LLC, its general partner
		By:	/s/ Douglas A. Kessler
			Douglas A. Kessler
			President
		ASHFORD OP GENERAL PARTNER LLC
		By:	/s/ Robert G. Haiman
			Robert G. Haiman
			Executive Vice President, General Counsel and Secretary
		ASHFORD TRS CORPORATION
		By:	/s/ Robert G. Haiman
			Robert G. Haiman
			Executive Vice President, General Counsel and Secretary
		ASHFORD TRS VII CORPORATION
		By:	/s/ Robert G. Haiman
			Robert G. Haiman
			Executive Vice President, General Counsel and Secretary

 

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