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
ASHFORD HOSPITALITY TRUST INC [ AHT ]

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)
03/03/2023

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								4,139	D
Common Stock								7,612	I	By MJB Investments, LP
Common Stock								3,583	I	By Dartmore, LP
Common Stock								740	I	By Reserve, LP IV

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)
Performance LTIP Units (2023)⁽¹⁾	$0.00⁽¹⁾	03/03/2023		A⁽²⁾		218,345⁽³⁾		12/31/2025	12/31/2025	Common Stock	218,345⁽³⁾	$0.00⁽¹⁾	218,345⁽³⁾	D
Performance LTIP Units (2022)⁽¹⁾	$0.00⁽¹⁾							12/31/2024	12/31/2024	Common Stock	481,050⁽³⁾		481,050⁽³⁾	I	Texas Yarrow LLC - 2022 PS
Performance LTIP Units (2021)⁽¹⁾	$0.00⁽¹⁾							03/13/2023	03/13/2023	Common Stock	122,149⁽³⁾		122,149⁽³⁾	I	Texas Yarrow 2021
Special Limited Partnership Units⁽⁴⁾	$0.00⁽⁴⁾							⁽⁵⁾	⁽⁶⁾	Common Stock	48,860⁽⁴⁾		48,860⁽⁴⁾	I	Texas Yarrow 2021
Special Limited Partnership Units⁽⁴⁾	$0.00⁽⁴⁾							⁽⁵⁾	⁽⁶⁾	Common Stock	2,003⁽⁴⁾		2,003⁽⁷⁾	D
Special Limited Partnership Units⁽⁴⁾	$0.00⁽⁴⁾							⁽⁵⁾	⁽⁶⁾	Common Stock	7,148⁽⁴⁾		7,148⁽⁷⁾	I	By MJB Operating, LP
Common Limited Partnership Units⁽⁸⁾	$0.00⁽⁸⁾							⁽⁸⁾	⁽⁶⁾	Common Stock	9,668⁽⁸⁾		9,668⁽⁹⁾	I	By MJB Operating, LP
Common Limited Partnership Units⁽⁸⁾	$0.00⁽⁸⁾							⁽⁸⁾	⁽⁶⁾	Common Stock	25,359⁽⁸⁾		25,359⁽⁹⁾	I	By Dartmore, LP
Common Limited Partnership Units⁽⁸⁾	$0.00⁽⁸⁾							⁽⁸⁾	⁽⁶⁾	Common Stock	1,771⁽⁸⁾		1,771⁽⁹⁾	I	By MJB Investments, LP
Common Limited Partnership Units⁽⁸⁾	$0.00⁽⁸⁾							⁽⁸⁾	⁽⁶⁾	Common Stock	5,497⁽⁸⁾		5,497⁽⁹⁾	I	By Reserve, LP IV
Common Limited Partnership Units⁽⁸⁾	$0.00⁽⁸⁾							⁽⁸⁾	⁽⁶⁾	Common Stock	3,968⁽⁸⁾		3,968⁽⁹⁾	I	By Reserve, LP III
Common Limited Partnership Units⁽⁸⁾	$0.00⁽⁸⁾							⁽⁸⁾	⁽⁶⁾	Common Stock	4,716⁽⁸⁾		4,716⁽⁹⁾⁽¹⁰⁾	I	By Ashford Financial Corporation

Explanation of Responses:

1. Each performance LTIP unit ("Performance LTIP Unit") award represents a special long-term incentive partnership unit ("LTIP Unit") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"), subject to specified performance-based vesting criteria.

2. The Reporting Person received the Performance LTIP Units and LTIP Units awards reported herein under the Issuer's 2021 Stock Incentive Plan.

3. Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 250% of the target number of LTIP Units. The actual number of Performance LTIP Units that may vest can range from 0% to 250% of the target number of Performance LTIP Units, 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 return, the Performance LTIP Units will generally vest on December 31, 2023 (with respect to the 2021 grant), December 31, 2024 (with respect to the 2022 grant) and December 31, 2025 (with respect to the 2023 grant). Vested LTIP Units, upon achieving parity with the Common Units (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 8 discussing the convertibility of the Common Units.

4. Represents special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Units, are convertible into Common Units at the option of the Reporting Person. See Footnote 8 discussing the convertibility of the Common Units.

5. The LTIP Units reported herein vest in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant. See Footnote 8 discussing the convertibility of vested LTIP Units.

6. Neither the Common Units nor the LTIP Units have an expiration date.

7. 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 Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes.

8. Common Limited Partnership Units of the Subsidiary ("Common Units"). 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.

9. Reflects the aggregate number of Common 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 8 discussing the convertibility of the Common Units.

10. Reflects only the Reporting Person's pecuniary interest in the aggregate number of Common Units held directly by Ashford Financial Corporation. The Reporting Person hereby disclaims any interest in all other securities of the Issuer held directly by Ashford Financial Corporation.

	/s/ Monty J. Bennett	03/07/2023
	** Signature of Reporting Person	Date
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SEC Form 4 filed by Bennett Monty J