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Filing Details

Accession Number:: 0001104659-24-047798
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-04-16 16:27:25
Reporting Period:: 2024-04-15

Accepted Time:: 2024-04-16 16:27:25
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1604738	Ashford Inc.	AINC	()	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	Ceo And Chairman Of The Board	Yes	Yes	Yes	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
Common Stock	Acquisiton	2024-04-15	200,000	$4.91	467,504	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	132,927	Indirect	By MJB Investments LP
Common Stock	62,116	Indirect	By Dartmore LP
Common Stock	12,351	Indirect	By Reserve, LP IV
Common Stock	10,598	Indirect	By Ashford Financial Corporation
Common Stock	15	Indirect	By Spouse

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Special Limited Partnership Units (2024)	$0.00			37,640	37,640	Indirect
Common Stock	Special Limited Partnership Units (2023)	$0.00			41,174	41,174	Indirect
Common Stock	Class 2 LTIP Units	$45.59	2019-03-31	2026-03-31	100,000	100,000	Indirect
Common Stock	Class 2 LTIP Units	$57.71	2020-10-03	2027-10-03	50,000	50,000	Indirect
Common Stock	Class 2 LTIP Units	$57.34	2020-04-18	2027-04-18	50,000	50,000	Indirect
Common Stock	Class 2 LTIP Units	$45.00	2025-03-15	2032-03-15	48,170	48,170	Indirect
Common Stock	Class 2 LTIP Units	$61.12	2022-02-27	2029-02-27	90,000	90,000	Indirect
Common Stock	Class 2 LTIP Units	$85.97	2017-12-11	2025-12-11	60,000	60,000	Indirect
Common Stock	Special Limited Partnership Units (2022)	$0.00			38,853	38,853	Indirect
Common Stock	Stock Options (right to purchase)	$94.96	2021-03-14	2028-03-14	77,206	77,206	Direct
Common Stock	Stock Options (right to purchase)	$85.97	2017-12-11	2025-12-11	35,000	35,000	Indirect
Common Stock	Series D Convertible Preferred Stock	$0.21			2,042,347	9,047,300	Indirect
Common Stock	Series D Convertible Preferred Stock	$0.21			18,059	80,000	Indirect
Common Stock	Series D Convertible Preferred Stock	$0.21			34,313	152,000	Direct
Common Units	Common Units	$0.00			143	143	Indirect
Common Units	Common Units	$0.00			502	502	Indirect
Common Units	Common Units	$0.00			36	36	Indirect
Common Units	Common Units	$0.00			109	109	Indirect
Common Units	Common Units	$0.00			79	79	Indirect
Common Units	Common Units	$0.00			93	93	Indirect
Common Stock	Stock Units under Deferred Compensation Plan	$0.00			195,579	195,579	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	37,640	37,640	Indirect
	41,174	41,174	Indirect
2026-03-31	100,000	100,000	Indirect
2027-10-03	50,000	50,000	Indirect
2027-04-18	50,000	50,000	Indirect
2032-03-15	48,170	48,170	Indirect
2029-02-27	90,000	90,000	Indirect
2025-12-11	60,000	60,000	Indirect
	38,853	38,853	Indirect
2028-03-14	77,206	77,206	Direct
2025-12-11	35,000	35,000	Indirect
	2,042,347	9,047,300	Indirect
	18,059	80,000	Indirect
	34,313	152,000	Direct
	143	143	Indirect
	502	502	Indirect
	36	36	Indirect
	109	109	Indirect
	79	79	Indirect
	93	93	Indirect
	195,579	195,579	Indirect

Footnotes

The price reported in Column 4 is a weighted average price, rounded to the nearest cent. These shares were purchased in multiple transactions at prices ranging from $4.75 to $4.98, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
The Reporting Person received the LTIP Units pursuant to a grant from the Issuer under the Issuer's 2014 Incentive Plan, as amended (the "Plan"). Such shares vest in three (3) substantially equal installments on the first three (3) anniversaries following the date of grant.
Vested LTIP Units, upon achieving parity with Common Units (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 10 discussing the convertibility of Common Units.
Neither the LTIP Units nor the Common Units have an expiration date.
Class 2 Long-Term Incentive Partnership Units ("LTIP 2") in Ashford Hospitality Holdings LLC ("AHH") granted under the Plan. The LTIP 2s will vest on March 15, 2025, the third anniversary of the grant date on March 15, 2022. Each vested LTIP 2 can convert into a number of common limited partnership units of AHH ("Common Units"), based on the appreciation in a share of the Issuer's common stock over the issue price, but a vested LTIP 2 may only be so converted prior to the final conversion date of such LTIP 2.
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 2,042,347 shares of the Issuer's common stock (including 117,390 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) 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").
In connection with the transactions contemplated by the Combination Agreement, dated May 31, 2019, as amended (the "Combination Agreement"), among the Issuer, the Reporting Person, Archie Bennett, Jr., Remington Holdings, L.P., Remington Holdings GP, LLC, Project Management LLC, MJB Investments, L.P., Jeremy Welter, James L. Cowen, Ashford Nevada Holding Corp. and Ashford Merger Sub Inc., 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 18,059 shares of the Issuer's common stock (including 1,038 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) at the Conversion Ratio.
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 34,313 shares of the Issuer's common stock (including 1,972 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) at the Conversion Ratio.
Common Units in AHH, 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.
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.