Filing Details
- Accession Number:
- 0001104659-23-027350
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-03-01 16:36:55
- Reporting Period:
- 2023-02-27
- Accepted Time:
- 2023-03-01 16:36:55
- 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 |
|---|---|---|---|---|---|---|---|
| 1260654 | J Monty Bennett | 14185 Dallas Parkway Suite 1200 Dallas TX 75254 | Yes | No | 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 |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Disposition | 2023-02-27 | 21,082 | $4.87 | 98,695 | No | 4 | S | Direct | |
| Common Stock | Disposition | 2023-02-28 | 75,361 | $4.83 | 23,334 | No | 4 | S | Direct | |
| Common Stock | Disposition | 2023-02-27 | 47,412 | $4.87 | 169,479 | No | 4 | S | Indirect | By MJB Investments, LP |
| Common Stock | Disposition | 2023-02-28 | 169,479 | $4.83 | 0 | No | 4 | S | Indirect | By MJB Investments, LP |
| Common Stock | Disposition | 2023-02-27 | 3,903 | $4.87 | 13,925 | No | 4 | S | Indirect | By Reserve, LP IV |
| Common Stock | Disposition | 2023-02-28 | 13,925 | $4.83 | 0 | No | 4 | S | Indirect | By Reserve, LP IV |
| Common Stock | Disposition | 2023-02-27 | 18,871 | $4.87 | 67,458 | No | 4 | S | Indirect | By Dartmore, LP |
| Common Stock | Disposition | 2023-02-28 | 67,458 | $4.83 | 0 | No | 4 | S | Indirect | By Dartmore, LP |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Indirect | By MJB Investments, LP |
| No | 4 | S | Indirect | By MJB Investments, LP |
| No | 4 | S | Indirect | By Reserve, LP IV |
| No | 4 | S | Indirect | By Reserve, LP IV |
| No | 4 | S | Indirect | By Dartmore, LP |
| No | 4 | S | Indirect | By Dartmore, LP |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Series E Redeemable Preferred Stock | 44,444 | Indirect | By MJB Investments, LP |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Common Stock | LTIP Units | $0.00 | 117,922 | 117,922 | Indirect | ||
| Common Stock | LTIP Units | $0.00 | 127,071 | 127,071 | Indirect | ||
| Common Stock | Performance LTIP Units (2022) | $0.00 | 2024-12-31 | 2024-12-31 | 455,968 | 455,968 | Indirect |
| Common Stock | Performance LTIP Units (2021) | $0.00 | 2023-12-31 | 2023-12-31 | 489,986 | 489,986 | Indirect |
| Common Stock | Common Partnership Units | $0.00 | 123,477 | 123,477 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 117,922 | 117,922 | Indirect | |
| 127,071 | 127,071 | Indirect | |
| 2024-12-31 | 455,968 | 455,968 | Indirect |
| 2023-12-31 | 489,986 | 489,986 | Indirect |
| 123,477 | 123,477 | Indirect |
Footnotes
- The price reported in Column 4 is a weighted average price, rounded to the nearest cent. These shares were sold in multiple transactions at prices ranging from $4.82 to $4.97. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- The price reported in Column 4 is a weighted average price, rounded to the nearest cent. These shares were sold in multiple transactions at prices ranging from $4.75 to $4.90. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- Represents special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Partnership Units (as defined below) are redeemable for Common Partnership Units at the option of the Reporting Person. See Footnote 10 discussing redemption of Common Partnership Units.
- The LTIP Units reported herein vest and are convertible in three (3) equal installments over a three (3) year term from the date of the award. See Footnote 3 discussing the convertibility of vested LTIP Units.
- Neither the Common Partnership Units nor vested LTIP Units (including any LTIP Units awarded upon achievement of the specified performance criteria relating to vested Performance LTIP Units) have an expiration date.
- Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Partnership Units, (ii) have not yet achieved parity with the Common Partnership Units, (iii) are currently vested or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes. See Footnote 3 discussing convertibility of LTIP Units and Footnote 10 discussing convertibility of Common Partnership Units.
- Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit subject to specified performance-based vesting criteria.
- Represents the maximum number of LTIP Units that may vest pursuant to the 2021 and 2022 awards 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 performance metrics. Assuming continued service through the vesting date and minimum achievement of the specified performance metrics, the Performance LTIP Units will generally vest on December 31, 2023 (with respect to the 2021 Performance LTIP Units) and December 31, 2024 (with respect to the 2022 Performance LTIP Units). See Footnote 3 discussing the convertibility of vested LTIP Units.
- The Reporting Person received the Performance LTIP Unit and LTIP Unit awards reported herein under the Issuer's Second Amended and Restated 2013 Equity Incentive Plan.
- Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"). Common Partnership Units are redeemable for cash or, at the option of the Issuer, redeemable for shares of the Issuer's common stock on a 1-for-1 basis.
- Reflects the aggregate number of Common Partnership Units currently held directly or indirectly, as noted, by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 10 discussing the convertibility of the Common Partnership Units.
- The Common Partnership Units reflected as beneficially owned indirectly through Ashford Financial Corporation reflect only the Reporting Person's pecuniary interest in all Common Partnership Units owned by such entity. The Reporting Person hereby disclaims interest in all other securities of the Issuer or the Subsidiary owned directly by such entity.
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