SEC FORM 4

SEC FORM 4 SEC Form 4

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).

1. Name and Address of Reporting Person^*

Bennett Monty J

(Last)

(First)

(Middle)

14185 DALLAS PARKWAY

SUITE 1200

(Street)

DALLAS

75254

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Braemar Hotels & Resorts Inc. [ BHR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								119,777	D
Common Stock								216,891	I	By MJB Investments, LP
Common Stock								17,828	I	By Reserve, LP IV
Common Stock								86,329	I	By Dartmore, LP
Series E Redeemable Preferred Stock								44,444	I	By MJB Investments, LP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIP Units⁽¹⁾	$0.00⁽¹⁾							⁽²⁾	⁽³⁾	Common Stock	117,922⁽¹⁾		117,922⁽¹⁾	I	Texas Yarrow 2021
LTIP Units⁽¹⁾	$0.00⁽¹⁾							⁽²⁾	⁽³⁾	Common Stock	127,071⁽¹⁾		127,071⁽⁴⁾	I	Texas Yarrow 2021
LTIP Units⁽¹⁾	$0.00⁽¹⁾	02/24/2023		J⁽⁵⁾			74,093	⁽²⁾	⁽³⁾	Common Stock	0⁽¹⁾	$4.94⁽⁵⁾	0⁽⁴⁾	D
LTIP Units⁽¹⁾	$0.00⁽¹⁾	02/24/2023		J⁽⁵⁾			95,430	⁽²⁾	⁽³⁾	Common Stock	0⁽¹⁾	$4.94⁽⁵⁾	0⁽⁴⁾	I	By MJB Operating, LP
Performance LTIP Units (2022)⁽⁶⁾	$0.00⁽⁶⁾							12/31/2024	12/31/2024	Common Stock	455,968⁽⁸⁾		455,968⁽⁸⁾	I	Texas Yarrow LLC - 2022 PS
Performance LTIP Units (2021)⁽⁶⁾	$0.00⁽⁶⁾							12/31/2023	12/31/2023	Common Stock	489,986⁽⁷⁾		489,986⁽⁷⁾	I	Texas Yarrow 2021
Common Partnership Units⁽⁹⁾	$0.00⁽⁹⁾	02/24/2023		J⁽¹⁰⁾			242,956	⁽⁹⁾	⁽³⁾	Common Stock	0⁽⁹⁾	$4.94⁽¹⁰⁾	0⁽¹¹⁾	D
Common Partnership Units⁽⁹⁾	$0.00⁽⁹⁾	02/24/2023		J⁽¹⁰⁾			53,084	⁽⁹⁾	⁽³⁾	Common Stock	0⁽⁹⁾	$4.94⁽¹⁰⁾	0⁽¹¹⁾	I	By MJB Operating, LP
Common Partnership Units⁽⁹⁾	$0.00⁽⁹⁾	02/24/2023		J⁽¹⁰⁾			664,012.7	⁽⁹⁾	⁽³⁾	Common Stock	0⁽⁹⁾	$4.94⁽¹⁰⁾	0⁽¹¹⁾	I	By Dartmore, LP
Common Partnership Units⁽⁹⁾	$0.00⁽⁹⁾							⁽⁹⁾	⁽³⁾	Common Stock	123,477.15⁽⁹⁾		123,477.15⁽¹¹⁾⁽¹²⁾	I	By Ashford Financial Corporation⁽¹²⁾
Common Partnership Units⁽⁹⁾	$0.00⁽⁹⁾	02/24/2023		J⁽¹⁰⁾			46,364.7	⁽⁹⁾	⁽³⁾	Common Stock	0⁽⁹⁾	$4.94⁽¹⁰⁾	0⁽¹¹⁾	I	By MJB Investments, LP
Common Partnership Units⁽⁹⁾	$0.00⁽⁹⁾	02/24/2023		J⁽¹⁰⁾			143,924.9	⁽⁹⁾	⁽³⁾	Common Stock	0⁽⁹⁾	$4.94⁽¹⁰⁾	0⁽¹¹⁾	I	By Reserve, LP IV
Common Partnership Units⁽⁹⁾	$0.00⁽⁹⁾	02/24/2023		J⁽¹⁰⁾			103,911.2	⁽⁹⁾	⁽³⁾	Common Stock	0⁽⁹⁾	$4.94⁽¹⁰⁾	0⁽¹¹⁾	I	By Reserve, LP III

Explanation of Responses:

1. Represents special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Partnership Units (as defined below) are convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 9 discussing convertibility of Common Partnership Units.

2. The LTIP Units reported herein vest and are convertible in three (3) equal installments over a three (3) year term from the date of the award. See Footnote 1 discussing the convertibility of vested LTIP Units.

3. Neither the Common Partnership Units nor vested LTIP Units (including any LTIP Units awarded upon achievement of the specified performance criteria relating to vested Performance LTIP Units) have an expiration date.

4. Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Partnership Units, (ii) have not yet achieved parity with the Common Partnership Units, (iii) are currently vested or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes. See Footnote 1 discussing convertibility of LTIP Units and Footnote 9 discussing convertibility of Common Partnership Units.

5. On February 24, 2023, each vested LTIP Unit was converted into Common Limited Partnership Units of the Subsidiary ("Common Partnership Units") at the election of the Reporting Person on a one-for-one basis. Pursuant to a Notice of Exercise of Redemption Right (the "Redemption Notice"), the Reporting Person subsequently elected to redeem the Common Partnership Units and such redemption was settled in cash at the Issuer's election at a price per Common Partnership Unit based on the average of the closing price of the Issuer's Common Stock for the ten consecutive trading days ending on February 23, 2023, rounded to the nearest cent.

6. Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit subject to specified performance-based vesting criteria.

7. The Reporting Person received the Performance LTIP Units and LTIP Units awards reported herein under the Issuer's Second Amended and Restated 2013 Equity Incentive Plan.

8. 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 Performance LTIP Units) and December 31, 2024 (with respect to the 2022 Performance LTIP Units). See Footnote 1 discussing the convertibility of vested LTIP Units.

9. Common Partnership Units are redeemable for cash or, at the option of the Issuer, redeemable for shares of the Issuer's common stock on a 1-for-1 basis.

10. On February 24, 2023, pursuant to the Redemption Notice, the Reporting Person elected to redeem the Common Partnership Units and such redemption was settled in cash at the election of the Issuer at a price per Common Partnership Unit based on the average of the closing price of the Issuer's Common Stock for the ten consecutive trading days ending on February 23, 2023, rounded to the nearest cent.

11. Reflects the aggregate number of Common Partnership Units currently held directly or indirectly, as noted, by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 9 discussing the convertibility of the Common Partnership Units.

12. The Common Partnership Units reflected as beneficially owned indirectly through Ashford Financial Corporation reflect only the Reporting Person's pecuniary interest in all Common Partnership Units owned by such entity. The Reporting Person hereby disclaims interest in all other securities of the Issuer or the Subsidiary owned directly by such entity.

	/s/ Monty J. Bennett	02/27/2023
	** 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).
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SEC Form 4 filed by Bennett Monty J