Accession Number: | 0001567619-20-019536 |
Date: | 2020-11-13 |
Issuer: | ASHFORD INC. (AINC) |
Original Submission Date: |
BENNETT MONTY J
14185 DALLAS PARKWAY
SUITE 1100
DALLAS, TX 75254
Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
---|---|---|---|---|---|---|---|---|---|
COMMON STOCK | 2020-11-13 | A | 4,276 | a | $0.00 | 120,082 | direct | ||
COMMON STOCK | 2020-11-13 | 0 | $0.00 | 18,816 | indirect | ||||
COMMON STOCK | 2020-11-13 | 0 | $0.00 | 118,290 | indirect | ||||
COMMON STOCK | 2020-11-13 | 0 | $0.00 | 62,116 | indirect | ||||
COMMON STOCK | 2020-11-13 | 0 | $0.00 | 13,408 | indirect | ||||
COMMON STOCK | 2020-11-13 | 0 | $0.00 | 8,918 | indirect | ||||
COMMON STOCK | 2020-11-13 | 0 | $0.00 | 10,598 | indirect |
Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
---|---|---|---|---|---|---|---|---|---|---|---|---|
SERIES D CONVERTIBLE PREFERRED STOCK | 0.21 | 2020-11-13 | deemed execution date | 0 ( ) | common stock 1,924,957 | $0.21 | 9,047,300 | indirect | by mjb investments lp | |||
SERIES D CONVERTIBLE PREFERRED STOCK | 0.21 | 2020-11-13 | deemed execution date | 0 ( ) | common stock 17,021 | $0.21 | 80,000 | indirect | by trust | |||
SERIES D CONVERTIBLE PREFERRED STOCK | 0.21 | 2020-11-13 | deemed execution date | 0 ( ) | common stock 32,340 | $0.21 | 152,000 | direct | ||||
STOCK OPTIONS (RIGHT TO PURCHASE) | 61.12 | 2020-11-13 | deemed execution date | 0 ( ) | 2022-02-27 | 2029-02-27 | common stock 90,000 | $61.12 | 90,000 | direct | ||
STOCK OPTIONS (RIGHT TO PURCHASE) | 94.96 | 2020-11-13 | deemed execution date | 0 ( ) | 2021-03-14 | 2028-03-14 | common stock 77,206 | $94.96 | 77,206 | direct | ||
STOCK OPTIONS (RIGHT TO PURCHASE) | 57.71 | 2020-11-13 | deemed execution date | 0 ( ) | 2020-10-03 | 2027-10-03 | common stock 50,000 | $57.71 | 50,000 | direct | ||
STOCK OPTIONS (RIGHT TO PURCHASE) | 57.34 | 2020-11-13 | deemed execution date | 0 ( ) | 2020-04-18 | 2027-04-18 | common stock 50,000 | $57.34 | 50,000 | indirect | by mjb operating, lp | |
STOCK OPTIONS (RIGHT TO PURCHASE) | 45.59 | 2020-11-13 | deemed execution date | 0 ( ) | 2019-03-31 | 2026-03-31 | common stock 100,000 | $45.59 | 100,000 | indirect | by mjb operating, lp | |
STOCK OPTIONS (RIGHT TO PURCHASE) | 85.97 | 2020-11-13 | deemed execution date | 0 ( ) | 2017-12-11 | 2022-12-11 | common stock 95,000 | $85.97 | 95,000 | indirect | by mjb operating, lp | |
COMMON UNITS | 0.0 | 2020-11-13 | deemed execution date | 0 ( ) | common stock 143 | $0.00 | 143 | indirect | by mjb operating, lp | |||
COMMON UNITS | 0.0 | 2020-11-13 | deemed execution date | 0 ( ) | common stock 502 | $0.00 | 502 | indirect | by dartmore lp | |||
COMMON UNITS | 0.0 | 2020-11-13 | deemed execution date | 0 ( ) | common stock 36 | $0.00 | 36 | indirect | by mjb investments lp | |||
COMMON UNITS | 0.0 | 2020-11-13 | deemed execution date | 0 ( ) | common stock 109 | $0.00 | 109 | indirect | by reserve, lp iv | |||
COMMON UNITS | 0.0 | 2020-11-13 | deemed execution date | 0 ( ) | common stock 79 | $0.00 | 79 | indirect | by reserve, lp iii | |||
COMMON UNITS | 0.0 | 2020-11-13 | deemed execution date | 0 ( ) | common stock 93 | $0.00 | 93 | indirect | by ashford financial corporation | |||
STOCK UNITS UNDER DEFERRED COMPENSATION PLAN | 0.0 | 2020-11-13 | deemed execution date | 0 ( ) | common stock 195,579 | $0.00 | 195,579 | direct |
ID | footnote |
---|---|
f1 | the reporting person received the shares of common stock as payment of base salary in lieu of cash. |
f2 | reflects the reporting person's pecuniary interest in such securities held directly by ashford financial corporation, of which the reporting person is a shareholder. the reporting person disclaims any beneficial interest in any other common units (as defined below) or any shares of the issuer's common stock (or securities convertible into shares of the issuer's common stock) held directly or indirectly by ashford financial corporation. |
f3 | 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 1,924,957 shares of the issuer's common stock 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"). |
f4 | in connection with the transactions contemplated by the combination agreement, 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. 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 17,021 shares of the issuer's common stock at the conversion ratio. |
f5 | 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 32,340 shares of the issuer's common stock at the conversion ratio. |
f6 | common units ("common units") in ashford hospitality advisors llc, 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. |
f7 | 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. |