Filing Details
- Accession Number:
- 0001104659-22-041725
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2022-04-01 16:06:12
- Reporting Period:
- 2022-03-30
- Accepted Time:
- 2022-04-01 16:06:12
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1574085 | Braemar Hotels & Resorts Inc. | BHR | () | 4 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1261029 | Mark Nunneley | 14185 Dallas Parkway Suite 1200 Dallas TX 75254 | Chief Accounting Officer | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Series E Redeemable Preferred Stock | Acquisiton | 2022-03-30 | 9,000 | $22.50 | 18,000 | No | 4 | P | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | P | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Stock | 295,954 | Direct |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Common Stock | Performance Stock Units (2021) | $0.00 | 2023-12-31 | 2023-12-31 | 65,331 | 65,331 | Direct |
| Common Stock | Performance Stock Units (2020) | $0.00 | 2022-12-31 | 2022-12-31 | 20,000 | 20,000 | Direct |
| Common Stock | Performance LTIP Units (2022) | $0.00 | 2024-12-31 | 2024-12-31 | 117,248 | 117,248 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 2023-12-31 | 65,331 | 65,331 | Direct |
| 2022-12-31 | 20,000 | 20,000 | Direct |
| 2024-12-31 | 117,248 | 117,248 | Indirect |
Footnotes
- 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.
- Represents the target share amount that may be issued pursuant to such 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 number of Performance Stock Units awarded, based on achievement of specified performance goals. Assuming continued service through the vesting date and minimum achievement of the specified performance metrics, the Performance Stock Units, will generally vest on December 31, 2022 (with respect to the 2020 grant) and December 31, 2023 (with respect to the 2021 grant).
- Each performance LTIP unit ("Performance LTIP Unit") award represents a special long-term incentive partnership unit ("LTIP Unit") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary, subject to specified performance-based vesting criteria.
- Represents the maximum number of LTIP Units that may vest pursuant to such award 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 relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder return, the Performance LTIP Units, will generally vest on December 31, 2024. Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units ("Common Units"), are convertible into Common Units at the option of 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.
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