New insider Ghassemieh Babak claimed ownership of 113,937 shares (SEC Form 3)
$BHR
Real Estate Investment Trusts
Real Estate
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/25/2025 |
3. Issuer Name and Ticker or Trading Symbol
Braemar Hotels & Resorts Inc. [ BHR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 45,207 | D | |
| Common Stock | 3,330 | I | By Spouse |
| Common Stock | 200 | I | By Son |
| Common Stock | 200 | I | By Daughter |
| Common Stock | 25,000 | I | By Bob Ghassemieh 2021 Children's Trust(1) |
| Common Stock | 20,000 | I | By Lillian Ghassemieh 2021 Children's Trust(2) |
| Common Stock | 20,000 | I | By BL PCH LLC(3) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series B Preferred Stock | (4) | (4) | Common Stock | 2,005(4) | $18.7(4) | I | By Spouse |
| Common Partnership Units | (5) | (5) | Common Stock | 2,500,000(5) | $0(5) | I | By Morning View Hotels BH I, LLC(6) |
| Explanation of Responses: |
| 1. Babak (Bob) Ghassemieh is a trustee of the Bob Ghassemieh 2021 Children's Trust. |
| 2. Mr. Ghassemieh is a trustee of the Lillian Ghassemieh 2021 Children's Trust. Mr. Ghassemieh does not have a pecuniary interest in the securities held by the Lillian Ghassemieh 2021 Children's Trust. |
| 3. Shares of Common Stock owned directly by BL PCH LLC ("BL PCH"). As Manager of BL PCH, Mr. Ghassemieh may be deemed to beneficially own the shares of Common Stock owned directly by BL PCH. Mr. Ghassemieh disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| 4. The 5.50% Series B Cumulative Convertible Preferred Stock of the Issuer ("Series B Preferred Stock") is convertible at any time at a conversion price equal to the liquidation preference of a share of Series B Preferred Stock, $25.00 per share, divided by the conversion rate, 1.3372 (subject to adjustment). The Series B Preferred Stock does not have an expiration date. |
| 5. The Common Limited Partnership Units in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Common Partnership 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 Partnership Units do not have an expiration date. |
| 6. Common Partnership Units owned directly by Morning View Hotels BH I, LLC ("Morning View Hotels"). As Manager of Morning View Hotels, Mr. Ghassemieh may be deemed to beneficially own the Common Partnership Units owned directly by Morning View Hotels. Mr. Ghassemieh disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| /s/ Babak Ghassemieh | 09/04/2025 | |
| ** 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 5 (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. | ||