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Filing Details

Accession Number:: 0001104659-19-047729
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-08-28 16:15:57
Reporting Period:: 2019-08-27

Accepted Time:: 2019-08-28 16:15:57
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1232582	Ashford Hospitality Trust Inc	AHT	Real Estate Investment Trusts (6798)	861062192

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1261029	Mark Nunneley	14185 Dallas Parkway, Suite 900 Dallas TX 75254	Chief Accounting Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2019-08-27	40,000	$2.38	501,867	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Performance Stock Units (2019)	$0.00	2021-12-31	2021-12-31	57,034	57,034	Direct
Common Stock	Performance Stock Units (2018)	$0.00	2021-03-13	2021-03-13	48,077	48,077	Direct
Common Stock	Performance Stock Units (2017)	$0.00	2020-03-23	2020-03-23	69,000	69,000	Direct
Common Stock	Common Limited Partnership Units	$0.00			671,908	671,908	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2021-12-31	57,034	57,034	Direct
2021-03-13	48,077	48,077	Direct
2020-03-23	69,000	69,000	Direct
	671,908	671,908	Direct

Footnotes

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.36 to $2.38, 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.
Each performance stock unit ("Performance Stock Unit") award represents a right to receive between zero (0) and two (2) shares of the Issuer's common stock if and when the applicable vesting criteria have been achieved.
Represents a stock grant from the Issuer under the Issuer's 2011 Stock Incentive Plan.
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 March 23, 2020 (with respect to the 2017 Performance Stock Units award), March 13, 2021 (with respect to the 2018 Performance Stock Units award) and December 31, 2021 (with respect to the 2019 Performance Stock Units award).
The Common Units (as defined below) do not have an expiration date.
Reflects adjustment from number of units previously reported to give effect to the adoption of Amendment No. 5 to the Seventh Amended and Restated Agreement of Limited Partnership of the Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary (the "Subsidiary") (the "Subsidiary Agreement Amendment"), which was adopted for the purpose of creating additional common partnership units of the Subsidiary and the recapitalization of the common partnership units so that the Conversion Factor (as defined in the Subsidiary Agreement Amendment) became 1.0.
Common Limited Partnership Units of the Subsidiary ("Common Units"). 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.
Reflects aggregate number of Common Units currently held by the Reporting Person, some of which have been converted from special long-term incentive partnership units of the Subsidiary (special long-term incentive partnership units in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary) by the Reporting Person. See Footnote 7 discussing the convertibility of the Common Units.