Filing Details

Accession Number:
0001104659-23-096563
Form Type:
4
Zero Holdings:
No
Publication Time:
2023-08-29 16:16:38
Reporting Period:
2023-08-25
Accepted Time:
2023-08-29 16:16:38
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 1200
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
Series B Preferred Stock Acquisiton 2023-08-25 577 $13.09 1,557 No 4 P Direct
Series B Preferred Stock Acquisiton 2023-08-28 1,442 $13.23 2,999 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
No 4 P Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 189,715 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
  1. 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 $13.20 to $13.30. 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.
  2. 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.
  3. 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 4 discussing the convertibility of vested LTIP Units.
  4. 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.
  5. 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 4 discussing the convertibility of vested LTIP Units.
  6. The vested LTIP Units do not have an expiration date.
  7. 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.
  8. 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.