Braemar Hotel & Resorts Inc.

06/17/2025 | Press release | Distributed by Public on 06/17/2025 19:44

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Coe Justin
2. Issuer Name and Ticker or Trading Symbol
Braemar Hotels & Resorts Inc. [BHR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
(Last) (First) (Middle)
14185 DALLAS PARKWAY, SUITE 1200
3. Date of Earliest Transaction (Month/Day/Year)
06/13/2025
(Street)
DALLAS, TX 75254
4. If Amendment, Date Original Filed (Month/Day/Year)
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
Common Stock 06/13/2025 A(1) 11,182 A $ 0 11,789 D
Common Stock 06/13/2025 F(4) 2,723 D $2.49(5) 9,066 D
Series E Redeemable Preferred Stock 1,111 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LTIP Units(2) (1) 06/13/2025 D(1) 11,182 (2) (3) Common Stock 11,182 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Coe Justin
14185 DALLAS PARKWAY
SUITE 1200
DALLAS, TX 75254
Chief Accounting Officer

Signatures

/s/ Justin Coe 06/17/2025
**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) On June 13, 2025, the Reporting Person entered into an Exchange Agreement (the "Exchange Agreement") with the Issuer pursuant to which the Reporting Person exchanged a number of vested LTIP Units (as defined below) for an equal number of shares of common stock in a Rule 16b-3 exempt transaction. No other consideration was involved in connection with the Exchange Agreement.
(2) Represented special long-term incentive partnership units (the "LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary (the "Subsidiary"). Such LTIP Units have been combined herein solely for reporting purposes. Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units ("Common Partnership Units") of the Subsidiary, were convertible into Common Partnership Units at the option of the Reporting Person.
(3) Neither the Common Partnership Units nor vested LTIP Units had an expiration date.
(4) 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.
(5) Represents the closing price of the common stock on June 12, 2025, the last trading day before the date of forfeiture.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Braemar Hotel & Resorts Inc. published this content on June 17, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on June 18, 2025 at 01:44 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io