Filing Details
- Accession Number:
- 0001104659-23-094895
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-08-24 16:15:52
- Reporting Period:
- 2023-08-22
- Accepted Time:
- 2023-08-24 16:15:52
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1574085 | Braemar Hotels & Resorts Inc. | BHR | Real Estate Investment Trusts (6798) | 462488594 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1688739 | J Richard Stockton | 14185 Dallas Parkway Suite 1100 Dallas TX 75254 | Ceo And President | Yes | 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 |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2023-08-22 | 43,000 | $2.28 | 189,715 | No | 4 | P | Direct | |
| Series B Preferred Stock | Acquisiton | 2023-08-22 | 980 | $12.99 | 980 | No | 4 | P | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | P | Direct | |
| No | 4 | P | Direct |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Common Stock | Performance LTIP Units (2022) | $0.00 | 2024-12-31 | 2024-12-31 | 418,372 | 418,372 | Direct |
| Common Stock | Performance LTIP Units (2021) | $0.00 | 2023-12-31 | 2023-12-31 | 349,990 | 349,990 | Direct |
| Common Stock | LTIP Units | $0.00 | 174,995 | 174,995 | Direct | ||
| Common Stock | Performance Stock Units (2023) | $0.00 | 2025-12-31 | 2025-12-31 | 176,295 | 176,295 | Direct |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 2024-12-31 | 418,372 | 418,372 | Direct |
| 2023-12-31 | 349,990 | 349,990 | Direct |
| 174,995 | 174,995 | Direct | |
| 2025-12-31 | 176,295 | 176,295 | Direct |
Footnotes
- 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 $2.25 to $2.30. 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 purchased 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 purchased in multiple transactions at prices ranging from $12.90 to $13.00. 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 purchased at each separate price within the range set forth in this footnote.
- Each performance LTIP Unit ("Performance LTIP Unit") award represents a special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"), subject to 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 grant) and December 31, 2024 (with respect to the 2022 grant). See Footnote 5 discussing the convertibility of vested LTIP Units.
- Represents LTIP Units in the Subsidiary. Vested LTIP Units, upon achieving parity with the Common Partnership Units, are convertible into Common Partnership Units at the option of the Reporting Person. "Common Partnership Units" are Common Limited Partnership Units of the Subsidiary and 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 LTIP Units reported herein vest in three (3) equal installments over a three (3) year term from the date of the award. See Footnote 5 discussing the convertibility of vested LTIP Units.
- The vested LTIP Units do not have an expiration date.
- 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 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 December 31, 2025.
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