Bennett Monty J bought $982,000 worth of shares (200,000 units at $4.91), increasing direct ownership by 75% to 467,504 units (SEC Form 4)
$AINC
Professional Services
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Ashford Inc. [ AINC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/15/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/15/2024 | P | 200,000 | A | $4.91(1) | 467,504 | D | |||
| Common Stock | 132,927 | I | By MJB Investments LP | |||||||
| Common Stock | 62,116 | I | By Dartmore LP | |||||||
| Common Stock | 12,351 | I | By Reserve, LP IV | |||||||
| Common Stock | 10,597.5 | I | By Ashford Financial Corporation | |||||||
| Common Stock | 15 | I | By Spouse | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Special Limited Partnership Units (2024)(2) | $0.00 | (3) | (4) | Common Stock | 37,640 | 37,640 | I | Texas Yarrow LLC - 2024 PS | |||||||
| Special Limited Partnership Units (2023)(2) | $0.00 | (3) | (4) | Common Stock | 41,174 | 41,174 | I | Texas Yarrow LLC - 2023 PS | |||||||
| Class 2 LTIP Units | $45.59 | 03/31/2019 | 03/31/2026 | Common Stock | 100,000 | 100,000 | I | Texas Yarrow LLC - 2021 PS | |||||||
| Class 2 LTIP Units | $57.71 | 10/03/2020 | 10/03/2027 | Common Stock | 50,000 | 50,000 | I | Texas Yarrow LLC - 2021 PS | |||||||
| Class 2 LTIP Units | $57.34 | 04/18/2020 | 04/18/2027 | Common Stock | 50,000 | 50,000 | I | Texas Yarrow LLC - 2021 PS | |||||||
| Class 2 LTIP Units | $45 | 03/15/2025 | 03/15/2032 | Common Stock | 48,170(5) | 48,170 | I | Texas Yarrow LLC - 2022 PS | |||||||
| Class 2 LTIP Units | $61.12 | 02/27/2022 | 02/27/2029 | Common Stock | 90,000 | 90,000 | I | Texas Yarrow LLC - 2022 PS | |||||||
| Class 2 LTIP Units | $85.97 | 12/11/2017 | 12/11/2025 | Common Stock | 60,000 | 60,000 | I | Texas Yarrow LLC - 2022 PS | |||||||
| Special Limited Partnership Units (2022)(2) | $0.00 | (3) | (4) | Common Stock | 38,853 | 38,853 | I | Texas Yarrow LLC - 2022 PS | |||||||
| Stock Options (right to purchase) | $94.96 | 03/14/2021 | 03/14/2028 | Common Stock | 77,206 | 77,206 | D | ||||||||
| Stock Options (right to purchase) | $85.97 | 12/11/2017 | 12/11/2025 | Common Stock | 35,000 | 35,000 | I | By MJB Operating, LP | |||||||
| Series D Convertible Preferred Stock(6) | $0.21(6) | (6) | (6) | Common Stock | 2,042,347(6) | 9,047,300 | I | By MJB Investments LP | |||||||
| Series D Convertible Preferred Stock(7)(8) | $0.21(7)(8) | (7)(8) | (7)(8) | Common Stock | 18,059(7)(8) | 80,000 | I | By Trust | |||||||
| Series D Convertible Preferred Stock(9) | $0.21(9) | (9) | (9) | Common Stock | 34,313(9) | 152,000 | D | ||||||||
| Common Units(10) | $0.00(10) | (10) | (10) | Common Units(10) | 143.04 | 143.04 | I | By MJB Operating, LP | |||||||
| Common Units(10) | $0.00(10) | (10) | (10) | Common Units(10) | 501.6 | 501.6 | I | By Dartmore LP | |||||||
| Common Units(10) | $0.00(10) | (10) | (10) | Common Units(10) | 35.91 | 35.91 | I | By MJB Investments LP | |||||||
| Common Units(10) | $0.00(10) | (10) | (10) | Common Units(10) | 109.24 | 109.24 | I | By Reserve, LP IV | |||||||
| Common Units(10) | $0.00(10) | (10) | (10) | Common Units(10) | 78.67 | 78.67 | I | By Reserve, LP III | |||||||
| Common Units(10) | $0.00(10) | (10) | (10) | Common Units(10) | 93.18(10) | 93.18(10) | I | By Ashford Financial Corporation | |||||||
| Stock Units under Deferred Compensation Plan(11) | (11) | (11) | (11) | Common Stock | 195,579 | 195,579(11) | I | Bennett Family Trust | |||||||
| Explanation of Responses: |
| 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 $4.75 to $4.98, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 2. The Reporting Person received the LTIP Units pursuant to a grant from the Issuer under the Issuer's 2014 Incentive Plan, as amended (the "Plan"). Such shares vest in three (3) substantially equal installments on the first three (3) anniversaries following the date of grant. |
| 3. Vested LTIP Units, upon achieving parity with Common Units (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 10 discussing the convertibility of Common Units. |
| 4. Neither the LTIP Units nor the Common Units have an expiration date. |
| 5. Class 2 Long-Term Incentive Partnership Units ("LTIP 2") in Ashford Hospitality Holdings LLC ("AHH") granted under 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. |
| 6. 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 2,042,347 shares of the Issuer's common stock (including 117,390 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) 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"). |
| 7. 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. |
| 8. 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 18,059 shares of the Issuer's common stock (including 1,038 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) at the Conversion Ratio. |
| 9. 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 34,313 shares of the Issuer's common stock (including 1,972 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) at the Conversion Ratio. |
| 10. 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. |
| 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. |
| /s/ Monty J. Bennett | 04/16/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||