Filing Details

Accession Number:
0001104659-22-034118
Form Type:
4
Zero Holdings:
No
Publication Time:
2022-03-15 21:21:50
Reporting Period:
2022-03-11
Accepted Time:
2022-03-15 21:21:50
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1574085 Braemar Hotels & Resorts Inc. BHR Real Estate Investment Trusts (6798) 462488594
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1608195 S Deric Eubanks 14185 Dallas Parkway
Suite 1200
Dallas TX 75254
Cfo And Treasurer No Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Disposition 2022-03-14 31,241 $5.66 150,367 No 4 S Direct
Common Stock Disposition 2022-03-11 2,589 $6.04 181,608 No 4 F Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Direct
No 4 F Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Performance LTIP Units (2022) Acquisiton 2022-03-15 201,930 $0.00 201,930 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
201,930 2024-12-31 2024-12-31 No 4 A Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 533 Indirect By spouse's IRA
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Common Stock Performance Stock Units (2021) $0.00 2023-12-31 2023-12-31 111,996 111,996 Direct
Common Stock Performance Stock Units (2020) $0.00 2022-12-31 2022-12-31 32,500 32,500 Direct
Expiration Date Amount Remaning Holdings Nature of Ownership
2023-12-31 111,996 111,996 Direct
2022-12-31 32,500 32,500 Direct
Footnotes
  1. Reflects the weighted average price for the reported transactions. The shares were sold in multiple transactions at prices ranging from $5.72 to $5.61, inclusive. The Reporting Person will provide the SEC staff, the Issuer, or any security holder of the Issuer, upon request for same, with the full information regarding the number of shares sold at each separate price within the range specified.
  2. Represents shares of common stock forfeited to the Issuer to satisfy certain tax-withholding obligations of the Reporting Person arising as a result of the vesting of restricted stock held by the Reporting Person.
  3. Represents the closing price of the common stock on March 10, 2022, the last trading day before the date of forfeiture.
  4. Each Performance Stock Unit ("Performance Stock Unit") award represents the right, upon achievement of certain specified performance-based vesting criteria, to receive up to two (3) shares of the Issuer's common stock.
  5. Represents the target share amount that may be issued pursuant to such award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 200% of the number of Performance Stock Units awarded, based on achievement of specified performance goals. Assuming continued service through the vesting date and minimum achievement of the specified performance metrics, the Performance Stock Units, will generally vest on December 31, 2022 (with respect to the 2020 grant) and December 31, 2023 (with respect to the 2021 grant).
  6. Each performance LTIP unit ("Performance LTIP Unit") award represents a special long-term incentive partnership unit ("LTIP Unit"),in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary, subject to specified performance-based vesting criteria.
  7. The Reporting Person received the Performance LTIP Units and LTIP Units awards reported herein under the Issuer's Second Amended and Restated 2013 Equity Incentive Plan.
  8. Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 200% of the target number of LTIP Units. The actual number of Performance LTIP Units that may vest can range from 0% to 200% 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, 2024. Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units ("Common Units"), are convertible into Common Units at the option of 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.