SEC Form SC 13G/A filed by Ashford Hospitality Trust Inc (Amendment)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 Names of Reporting Persons

 Värde Investment Partners (Offshore) Master, L.P.

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☒  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Cayman Islands

Number of

Shares

Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 364,822

 Sole Dispositive Power

 0

 Shared Dispositive Power

 364,822

 Aggregate Amount Beneficially Owned by Each Reporting Person

 364,822

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 ☐

 Percent of Class Represented By Amount in Row (9)

 1.06%⁽¹⁾

 Type of Reporting Person (See Instructions)

 PN

Calculated based on 34,513,386 shares of Common Stock outstanding as of November 6, 2023, as reported on the Issuer’s Form 10-Q, filed on November 8, 2023.

 Names of Reporting Persons

 Värde Credit Partners Master, L.P.

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☒  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Cayman Islands

Number of

Shares

Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 366,812

 Sole Dispositive Power

 0

 Shared Dispositive Power

 366,812

 Aggregate Amount Beneficially Owned by Each Reporting Person

 366,812

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 ☐

 Percent of Class Represented By Amount in Row (9)

 1.06%⁽¹⁾

 Type of Reporting Person (See Instructions)

 PN

Calculated based on 34,513,386 shares of Common Stock outstanding as of November 6, 2023, as reported on the Issuer’s Form 10-Q, filed on November 8, 2023.

 Names of Reporting Persons

 Värde Investment Partners, L.P.

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☒  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Delaware

Number of

Shares

Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 284,009

 Sole Dispositive Power

 0

 Shared Dispositive Power

 284,009

 Aggregate Amount Beneficially Owned by Each Reporting Person

 284,009

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 ☐

 Percent of Class Represented By Amount in Row (9)

 0.82%⁽¹⁾

 Type of Reporting Person (See Instructions)

 PN

Calculated based on 34,513,386 shares of Common Stock outstanding as of November 6, 2023, as reported on the Issuer’s Form 10-Q, filed on November 8, 2023.

 Names of Reporting Persons

 The Värde Dislocation Fund, L.P.

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☒  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Cayman Islands

Number of

Shares

Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 468,571

 Sole Dispositive Power

 0

 Shared Dispositive Power

 468,571

 Aggregate Amount Beneficially Owned by Each Reporting Person

 468,571

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 ☐

 Percent of Class Represented By Amount in Row (9)

 1.36%⁽¹⁾

 Type of Reporting Person (See Instructions)

 PN

Calculated based on 34,513,386 shares of Common Stock outstanding as of November 6, 2023, as reported on the Issuer’s Form 10-Q, filed on November 8, 2023.

 Names of Reporting Persons

 The Värde Fund XIII, L.P.

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☒  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Cayman Islands

Number of

Shares

Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 608,767

 Sole Dispositive Power

 0

 Shared Dispositive Power

 608,767

 Aggregate Amount Beneficially Owned by Each Reporting Person

 608,767

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 ☐

 Percent of Class Represented By Amount in Row (9)

 1.76%⁽¹⁾

 Type of Reporting Person (See Instructions)

 PN

Calculated based on 34,513,386 shares of Common Stock outstanding as of November 6, 2023, as reported on the Issuer’s Form 10-Q, filed on November 8, 2023.

 Names of Reporting Persons

 Värde Partners, Inc.

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☒  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Delaware

Number of

Shares

Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 2,092,981

 Sole Dispositive Power

 0

 Shared Dispositive Power

 2,092,981

 Aggregate Amount Beneficially Owned by Each Reporting Person

 2,092,981

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 ☐

 Percent of Class Represented By Amount in Row (9)

 6.06%⁽¹⁾

 Type of Reporting Person (See Instructions)

 CO

Calculated based on 34,513,386 shares of Common Stock outstanding as of November 6, 2023, as reported on the Issuer’s Form 10-Q, filed on November 8, 2023.

 Names of Reporting Persons

 Ilfryn C. Carstairs

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☒  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Australia and the United Kingdom

Number of

Shares

Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 2,092,981

 Sole Dispositive Power

 0

 Shared Dispositive Power

 2,092,981

 Aggregate Amount Beneficially Owned by Each Reporting Person

 2,092,981

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 ☐

 Percent of Class Represented By Amount in Row (9)

 6.06%⁽¹⁾

 Type of Reporting Person (See Instructions)

 IN

Calculated based on 34,513,386 shares of Common Stock outstanding as of November 6, 2023, as reported on the Issuer’s Form 10-Q, filed on November 8, 2023.

 Names of Reporting Persons

 Bradley Bauer

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☒  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 United States

Number of

Shares

Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 2,092,981

 Sole Dispositive Power

 0

 Shared Dispositive Power

 2,092,981

 Aggregate Amount Beneficially Owned by Each Reporting Person

 2,092,981

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 ☐

 Percent of Class Represented By Amount in Row (9)

 6.06%⁽¹⁾

 Type of Reporting Person (See Instructions)

 IN

Calculated based on 34,513,386 shares of Common Stock outstanding as of November 6, 2023, as reported on the Issuer’s Form 10-Q, filed on November 8, 2023.

Name of Issuer

Address of the Issuer’s Principal Executive Offices

Names of Persons Filing

Värde Investment Partners (Offshore) Master, L.P. (“VIP Offshore”);

Värde Credit Partners Master, L.P. (“Credit Partners”);

Värde Investment Partners, L.P. (“VIP”);

The Värde Dislocation Fund, L.P. (“Värde Dislocation”);

The Värde Fund XIII, L.P. (“Fund XIII” and, together with each of the foregoing, the “Värde Funds”);

Värde Partners, Inc. (“General Partner”);

Mr. Ilfryn C. Carstairs (“Mr. Carstairs”); and

Bradley Bauer (“Mr. Bauer”).

Address of the Principal Business Office, or if none, Residence

Citizenship

Title of Class of Securities

CUSIP Number

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n):

Ownership

Amount beneficially owned:

Percent of Class:

Number of shares as to which the Reporting Person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

VIP Offshore directly holds 364,822 shares of Common Stock, representing 1.06% of the outstanding shares of Common Stock. VIP directly holds 284,009 shares of Common Stock, representing 0.82% of the outstanding shares of Common Stock. Värde Investment Partners G.P., L.P. (“VIP GP”) is the general partner of each of VIP Offshore and VIP, and Värde Investment Partners UGP, LLC (“VIP UGP”) is the general partner of VIP GP. Therefore, VIP GP and VIP UGP may be deemed beneficial owners of the securities held directly by VIP Offshore and VIP.

Credit Partners directly holds 366,812 shares of Common Stock, representing 1.06% of the outstanding shares of Common Stock. Värde Credit Partners G.P., L.P. (“Credit Partners GP”) is the general partner of Credit Partners, and Värde Credit Partners UGP, LLC (“Credit Partners UGP”) is the general partner of Credit Partners GP. Therefore, Credit Partners GP and Credit Partners UGP may be deemed beneficial owners of the securities held directly by Credit Partners.

Värde Dislocation directly holds 468,571 shares of Common Stock, representing 1.36% of the outstanding shares of Common Stock. The Värde Dislocation Fund G.P., L.P. (“Värde Dislocation GP”) is the general partner of Värde Dislocation, and The Värde Dislocation Fund UGP, LLC (“Värde Dislocation UGP”) is the general partner of Värde Dislocation GP. Therefore, Värde Dislocation GP and Värde Dislocation UGP may be deemed beneficial owners of the shares held directly by Värde Dislocation.

Fund XIII directly holds 608,767 shares of Common Stock, representing 1.76% of the outstanding shares of Common Stock. The Värde Fund XIII G.P., L.P. (“Fund XIII GP”) is the general partner of Fund XIII, and The Värde Fund XIII UGP, LLC (“Fund XIII UGP”) is the general partner of Fund XIII GP. Therefore, Fund XIII GP and Fund XIII UGP may be deemed beneficial owners of the securities held directly by Fund XIII.

Värde Partners, L.P. (“VPLP”) is the managing member of VIP UGP, Credit Partners UGP, VP UGP, Värde Dislocation UGP and Fund XIII UGP. The General Partner is the general partner of VPLP. Each of Mr. Carstairs and Mr. Bauer is the Co-Chief Executive Officer of the General Partner. Therefore, VPLP, the General Partner, and Mr. Carstairs and Mr. Bauer may be deemed beneficial owners of the securities held directly by the Värde Funds.

Ownership of Five Percent or Less of a Class

Ownership of More than Five Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certification