Form Type: 4

SEC EDGAR Link
Accession Number:0001567619-20-019536
Date:2020-11-13
Issuer: ASHFORD INC. (AINC)
Original Submission Date:

Reporting Person:

BENNETT MONTY J
14185 DALLAS PARKWAY
SUITE 1100 DALLAS, TX 75254

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature 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
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
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 ExercisableExpiration 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
Footnotes
IDfootnote
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.
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