Filing Details

Accession Number:
0001104659-22-041725
Form Type:
4
Zero Holdings:
No
Publication Time:
2022-04-01 16:06:12
Reporting Period:
2022-03-30
Accepted Time:
2022-04-01 16:06:12
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1574085 Braemar Hotels & Resorts Inc. BHR () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1261029 Mark Nunneley 14185 Dallas Parkway
Suite 1200
Dallas TX 75254
Chief Accounting Officer 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
Series E Redeemable Preferred Stock Acquisiton 2022-03-30 9,000 $22.50 18,000 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 295,954 Direct
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 65,331 65,331 Direct
Common Stock Performance Stock Units (2020) $0.00 2022-12-31 2022-12-31 20,000 20,000 Direct
Common Stock Performance LTIP Units (2022) $0.00 2024-12-31 2024-12-31 117,248 117,248 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
2023-12-31 65,331 65,331 Direct
2022-12-31 20,000 20,000 Direct
2024-12-31 117,248 117,248 Indirect
Footnotes
  1. 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 (2) shares of the Issuer's common stock.
  2. 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).
  3. 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.
  4. 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.