Edgar Filing: ASHFORD HOSPITALITY TRUST INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Bennett Monty J

2. Issuer Name and Ticker or Trading Symbol
ASHFORD HOSPITALITY TRUST INC [AHT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

14185 DALLAS PARKWAY, SUITE 1100

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2016

(Street)

DALLAS, TX 75254

4. If Amendment, Date Original Filed(Month/Day/Year)
04/04/2016

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance LTIP Units ⁽¹⁾

$ 0 ⁽¹⁾

03/31/2016

461,540 ⁽²⁾

03/31/2019

03/31/2026

Common Stock ⁽²⁾

461,540 ⁽²⁾ ⁽⁴⁾

$ 0 ⁽³⁾

461,540 ⁽²⁾ ⁽⁴⁾

Special Limited Partnership Units ⁽⁴⁾

$ 0 ⁽⁴⁾

03/31/2016

230,772

⁽⁵⁾

⁽⁶⁾

Common Stock ⁽⁴⁾

⁽⁴⁾

$ 0.05 ⁽⁷⁾

1,000,632 ⁽⁸⁾

Common Limited Partnership Units ⁽⁹⁾

$ 0 ⁽⁹⁾

⁽⁹⁾

⁽⁶⁾

Common Stock ⁽⁹⁾

⁽⁹⁾

495,446 ⁽⁹⁾

Common Limited Partnership Units ⁽⁹⁾

$ 0 ⁽⁹⁾

⁽⁹⁾

⁽⁶⁾

Common Stock ⁽⁹⁾

⁽⁹⁾

2,756,028 ⁽⁹⁾

By Dartmore LP

Common Limited Partnership Units ⁽⁹⁾

$ 0 ⁽⁹⁾

⁽⁹⁾

⁽⁶⁾

Common Stock ⁽⁹⁾

⁽⁹⁾

192,440 ⁽⁹⁾

By MJB Investments LP

Common Limited Partnership Units ⁽⁹⁾

$ 0 ⁽⁹⁾

⁽⁹⁾

⁽⁶⁾

Common Stock ⁽⁹⁾

⁽⁹⁾

597,368 ⁽⁹⁾

By Reserve LP, IV

Common Limited Partnership Units ⁽⁹⁾

$ 0 ⁽⁹⁾

⁽⁹⁾

⁽⁶⁾

Common Stock ⁽⁹⁾

⁽⁹⁾

431,292 ⁽⁹⁾

By Reserve LP, III

Common Limited Partnership Units ⁽⁹⁾

$ 0 ⁽⁹⁾

⁽⁹⁾

⁽⁶⁾

Common Stock ⁽⁹⁾

⁽⁹⁾

512,500 ⁽⁹⁾ ⁽¹⁰⁾

By Ashford Financial Corporation

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bennett Monty J 14185 DALLAS PARKWAY SUITE 1100 DALLAS, TX 75254	X		Chief Executive Officer

Signatures

/s/ MONTY J. BENNETT		04/08/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit (as defined below) subject to performance-based vesting criteria.
(2)	Represents LTIP Units issued pursuant to an award of Performance LTIP Units, which is 200% of the target number of 230,770. The actual number of Performance LTIP Units that may vest ranges from 0%-200% of the target number based on achievement of a specified relative total stockholder return ("TSR"), determined by Compensation Committee of the Issuer. Assuming continued service and achievement of the specified TSR, the Performance LTIP Units will vest on 3/31/2019. Vested LTIP Units, upon achieving parity with the Common Ltd. Partnership Units of the Subsidiary ("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 based on a conversion ratio described in the partnership agreement of Subsidiary, which, on 3/31/2016, was 0.9543908329 shares of common stock for each Common Unit.
(3)	The Reporting Person received the Performance LTIP Unit award under the Issuer's 2011 Stock Incentive Plan.
(4)	Special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the 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 based on a conversion ratio described in the partnership agreement of Subsidiary, which, on March 31, 2016, was 0.9543908329 shares of the Issuer's common stock for each Common Unit.
(5)	These LTIPs Units vest and are convertible in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant.
(6)	Neither the Common Units nor the LTIP Units have an expiration date.
(7)	Per LTIP Unit purchase price.
(8)	Includes LTIP Units previously granted to, and reported by, the Reporting Person having different grant and vesting dates, some of which (i) may have achieved parity with the Common Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein for reporting purposes.
(9)	Common Units currently held by the Reporting Person, some of which may have been converted from LTIPs 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 based on a conversion ratio described in the partnership agreement of Subsidiary, which, on March 31, 2016, was 0.9543908329 shares of the Issuer's common stock for each Common Unit.
(10)	Common Units held directly by Ashford Financial Corporation, reflecting only the Reporting Person's pecuniary interest in the Common Units held by such entity. The Reporting Person hereby disclaims interest in all other securities of the Issuer held directly by such entity.
Remarks: This Amendment to Form 4 is being filed solely to reflect the maximum number of Performance LTIP Units issued to the Reporting Person pursuant to the reported award. Because of the relation of the explanatory footnotes to the reported transactions and the holdings reflected, the Reporting Person has chosen to include all of the entries previously included in the original Form 4 filing instead of just the line item being amended.

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