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Filing Details

Accession Number:: 0001104659-22-062527
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-05-18 17:26:19
Reporting Period:: 2022-05-17

Accepted Time:: 2022-05-18 17:26:19
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
1260654	J Monty Bennett	14185 Dallas Parkway Suite 1200 Dallas TX 75254		Yes	No	No	No

Reported Non-Derivative Transactions

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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	2022-05-17	44,444	$22.50	44,444	No	4	P	Indirect	By MJB Investments, LP

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By MJB Investments, LP

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	123,219	Direct
Common Stock	216,891	Indirect	By MJB Investments, LP
Common Stock	17,828	Indirect	By Reserve, LP IV
Common Stock	86,329	Indirect	By Dartmore, LP

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	LTIP Units	$0.00			117,922	117,922	Indirect
Common Stock	LTIP Units	$0.00			127,071	127,071	Indirect
Common Stock	LTIP Units	$0.00			74,093	74,093	Direct
Common Stock	LTIP Units	$0.00			95,430	95,430	Indirect
Common Stock	Performance LTIP Units (2022)	$0.00	2024-12-31	2024-12-31	455,968	455,968	Indirect
Common Stock	Performance LTIP Units (2021)	$0.00	2023-12-31	2023-12-31	489,986	489,986	Indirect
Common Stock	Performance Stock Units (2020)	$0.00	2022-12-31	2022-12-31	70,000	70,000	Direct
Common Stock	Common Partnership Units	$0.00			296,040	296,040	Indirect
Common Stock	Common Partnership Units	$0.00			664,013	664,013	Indirect
Common Stock	Common Partnership Units	$0.00			123,477	123,477	Indirect
Common Stock	Common Partnership Units	$0.00			46,365	46,365	Indirect
Common Stock	Common Partnership Units	$0.00			143,925	143,925	Indirect
Common Stock	Common Partnership Units	$0.00			103,911	103,911	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	117,922	117,922	Indirect
	127,071	127,071	Indirect
	74,093	74,093	Direct
	95,430	95,430	Indirect
2024-12-31	455,968	455,968	Indirect
2023-12-31	489,986	489,986	Indirect
2022-12-31	70,000	70,000	Direct
	296,040	296,040	Indirect
	664,013	664,013	Indirect
	123,477	123,477	Indirect
	46,365	46,365	Indirect
	143,925	143,925	Indirect
	103,911	103,911	Indirect

Footnotes

Represents special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Partnership Units (as defined below) are convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 8 discussing convertibility of Common Partnership Units.
The LTIP Units reported herein vest and are convertible in three (3) equal installments over a three (3) year term from the date of the award. See Footnote 1 discussing the convertibility of vested LTIP Units.
Neither the Common Partnership Units nor vested LTIP Units (including any LTIP Units awarded upon achievement of the specified performance criteria relating to vested Performance LTIP Units) have an expiration date.
Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Partnership Units, (ii) have not yet achieved parity with the Common Partnership Units, (iii) are currently vested or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes. See Footnote 1 discussing convertibility of LTIP Units and Footnote 8 discussing convertibility of Common Partnership Units.
Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit subject to specified performance-based vesting criteria.
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.
Represents the maximum number of LTIP Units that may vest pursuant to the 2021 and 2022 awards 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 performance metrics. Assuming continued service through the vesting date and minimum achievement of the specified performance metrics, the Performance LTIP Units will generally vest on December 31, 2023 (with respect to the 2021 Performance LTIP Units) and December 31, 2024 (with respect to the 2022 Performance LTIP Units). See Footnote 1 discussing the convertibility of vested LTIP Units.
Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"). Common Partnership 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.
Reflects the aggregate number of Common Partnership Units currently held directly or indirectly, as noted, by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 8 discussing the convertibility of the Common Partnership Units.
The Common Partnership Units reflected as beneficially owned indirectly through Ashford Financial Corporation reflect only the Reporting Person's pecuniary interest in all Common Partnership Units owned by such entity. The Reporting Person hereby disclaims interest in all other securities of the Issuer or the Subsidiary owned directly by such entity.