| 1. Name
and Address of Reporting Person * Bennett Monty
J |
2. Issuer Name and Ticker or Trading
Symbol Ashford Inc. [ AINC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
CEO and Chairman of the Board |
|
(Last)
(First)
(Middle)
14185 DALLAS PARKWAY, SUITE 1200 |
3. Date of Earliest Transaction (MM/DD/YYYY)
7/7/2022
|
|
(Street)
DALLAS, TX 75254
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
| Explanation of
Responses: |
| (1) |
Class 2 Long-Term Incentive
Partnership Units ("LTIP 2") in Ashford Hospitality Holdings LLC
("AHH") granted under the Issuer's 2014 Incentive Plan, as amended
(the "Plan"). The LTIP 2s will vest on March 15, 2025, the third
anniversary of the grant date on March 15, 2022. Each vested LTIP 2
can convert into a number of common limited partnership units of
AHH ("Common Units"), based on the appreciation in a share of the
Issuer's common stock over the issue price, but a vested LTIP 2 may
only be so converted prior to the final conversion date of such
LTIP 2. |
| (2) |
This LTIP 2 in AHH, was
granted to the Reporting Person under the Plan as a substitute
award for the corresponding stock option voluntarily forfeited by
the Reporting Person, as described herein. The LTIP 2s vest on the
same schedule as the applicable forfeited option (and so were
vested upon grant) and are intended to replicate the economics of
each such option; therefore, each vested LTIP 2 can convert into a
number of LTIPs in AHH based on the appreciation in a share of the
Issuer's common stock over the initial exercise price of the
applicable forfeited option, but a vested LTIP 2 may only be so
converted prior to the final conversion date of such LTIP 2 (which
is the same as the expiration date of the applicable forfeited
option). |
| (3) |
Vested LTIP Units, upon
achieving parity with Common Units, are convertible into Common
Units at the option of the Reporting Person. See Footnote 7
discussing the convertibility of Common Units. |
| (4) |
Neither the LTIP Units nor
the Common Units have an expiration date. |
| (5) |
This stock option was
voluntarily forfeited by the Reporting Person in exchange for LTIP
2s, as described in Footnote 2. |
| (6) |
The reported transaction
involves an amendment of an outstanding option originally granted
on December 11, 2014 (the "Former Award"), resulting in the deemed
cancellation of the Former Award and the grant of a replacement
option. |
| (7) |
Common Units in AHH, the
Issuer's operating subsidiary, owned by 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. The Common Units have no expiration
date. |
| (8) |
Such 9,047,300 of Series D
Convertible Preferred Stock have no expiration date and are
convertible at any time and from time to time, in full or
partially, into 1,924,957 shares of the Issuer's common stock at a
conversion ratio equal to the liquidation preference of a share of
Series D Convertible Preferred Stock, par value $25.00, divided by
$117.50, subject to adjustment (the "Conversion
Ratio"). |
| (9) |
In connection with the
transactions contemplated by the Combination Agreement, dated May
31, 2019, as amended (the "Combination Agreement"), among the
Issuer, the Reporting Person, Archie Bennett, Jr., Remington
Holdings, L.P., Remington Holdings GP, LLC, Project Management LLC,
MJB Investments, L.P., Jeremy Welter, James L. Cowen, Ashford
Nevada Holding Corp. and Ashford Merger Sub Inc., the 80,000 shares
of Series B Convertible Preferred Stock beneficially owned by a
trust for the benefit of one of the Reporting Person's minor
children were converted on a one-for-one basis into 80,000 shares
of Series D Convertible Preferred Stock. Such 80,000 shares of
Series D Convertible Preferred Stock have no expiration date and
are convertible at any time and from time to time, in full or
partially, into 17,021 shares of the Issuer's common stock at the
Conversion Ratio. |
| (10) |
In connection with the
transactions contemplated by the Combination Agreement, the
Reporting Person received 152,000 shares of Series D Convertible
Preferred Stock. Such 152,000 shares of Series D Convertible
Preferred Stock have no expiration date and are convertible at any
time and from time to time, in full or partially, into 32,340
shares of the Issuer's common stock at the Conversion
Ratio. |
| (11) |
Each Stock Unit entitles the
Reporting Person to receive one share of the Issuer's common stock
on the date (or dates) elected by the Reporting Person under the
Ashford Inc. Amended and Restated Nonqualified Deferred
Compensation Plan (originally adopted by Ashford Hospitality Trust,
Inc., effective January 1, 2008) assumed by the Issuer, effective
November 12, 2014. |