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).

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^*

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 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

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2024

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								267,504	D
Common Stock								4,662	I	By MJB Operating, LP
Common Stock								118,290	I	By MJB Investments LP
Common Stock								62,116	I	By Dartmore LP
Common Stock								13,408	I	By Reserve, LP IV
Common Stock								8,918	I	By Reserve, LP III
Common Stock								10,597.5	I	By Ashford Financial Corporation
Common Stock								15	I	By Spouse

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)
Special Limited Partnership Units (2024)⁽¹⁾	$0.00	03/22/2024		A⁽¹⁾		37,640		⁽²⁾	⁽³⁾	Common Stock	37,640	$0.00	37,640	D
Special Limited Partnership Units (2023)⁽¹⁾	$0.00							⁽²⁾	⁽³⁾	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⁽⁴⁾		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)⁽¹⁾	$0.00							⁽²⁾	⁽³⁾	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⁽⁵⁾	$0.21⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	2,041,788⁽⁵⁾		9,047,300	I	By MJB Investments LP
Series D Convertible Preferred Stock⁽⁶⁾⁽⁷⁾	$0.21⁽⁶⁾⁽⁷⁾							⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	18,054⁽⁶⁾⁽⁷⁾		80,000	I	By Trust
Series D Convertible Preferred Stock⁽⁸⁾	$0.21⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	34,303⁽⁸⁾		152,000	D
Common Units⁽⁹⁾	$0.00⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Units⁽⁹⁾	143.04		143.04	I	By MJB Operating, LP
Common Units⁽⁹⁾	$0.00⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Units⁽⁹⁾	501.6		501.6	I	By Dartmore LP
Common Units⁽⁹⁾	$0.00⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Units⁽⁹⁾	35.91		35.91	I	By MJB Investments LP
Common Units⁽⁹⁾	$0.00⁽⁹⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Units⁽⁹⁾	109.24		109.24	I	By Reserve, LP IV
Common Units⁽⁹⁾	$0.00⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Units⁽⁹⁾	78.67		78.67	I	By Reserve, LP III
Common Units⁽⁹⁾	$0.00⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Units⁽⁹⁾	93.18⁽⁹⁾		93.18⁽⁹⁾	I	By Ashford Financial Corporation
Stock Units under Deferred Compensation Plan⁽¹⁰⁾	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	195,579		195,579⁽¹⁰⁾	I	Bennett Family Trust

Explanation of Responses:

1. 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.

2. 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 9 discussing the convertibility of Common Units.

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

4. 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.

5. 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 2,041,788 shares of the Issuer's common stock (including 116,831 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").

6. 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.

7. 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 18,054 shares of the Issuer's common stock (including 1,033 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) at the Conversion Ratio.

8. 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 34,303 shares of the Issuer's common stock (including 1,963 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. 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.

10. 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	03/26/2024
	** 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).
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SEC Form 4 filed by Bennett Monty J