03/06/2025 | Press release | Distributed by Public on 03/06/2025 15:13
FORM 4
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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 |
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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Partnership Units(3) | $ 0 (2) | 03/04/2025 | J(1) | 457,383 | (3) | (4) | Common Stock | 0 (2) | $ 0 (2) | 0 (3) | D | ||||
LTIP Units(5) | $ 0 (5) | (5) | (4) | Common Stock | 524,985(5) | 524,985(5) | D | ||||||||
Performance Stock Units (2023)(6) | $ 0 (6) | 12/31/2025 | 12/31/2025 | Common Stock | 176,295(7) | 176,295(7) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Stockton Richard J 14185 DALLAS PARKWAY SUITE 1200 DALLAS, TX 75254 |
X | CEO and President |
/s/ Richard J. Stockton | 03/06/2025 | |
**Signature of Reporting Person | Date |
* | 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 March 4, 2025, pursuant to a Notice of Exercise of Redemption Right (the "Redemption Notice"), the Reporting Person elected to redeem Common Limited Partnership Units ("Common Partnership Units") of Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary (the "Subsidiary"), and such redemption was settled in shares of the Issuer's common stock on a 1-for-1 basis at the election of the Issuer. |
(2) | Common Partnership Units are redeemable for cash or, at the option of the Issuer, redeemable for shares of the Issuer's common stock on a 1-for-1 basis. |
(3) | 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 special long-term incentive partnership units in the Subsidiary ("LTIP Units") by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 2 discussing the convertibility of the Common Partnership Units. |
(4) | 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. |
(5) | Represents LTIP Units in the Subsidiary. Vested LTIP Units, upon achieving parity with the Common Partnership Units, are convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 2 discussing the convertibility of the Common Partnership Units. |
(6) | 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. |
(7) | Represents the target number of common stock shares that may be issued pursuant to the 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 target number of Performance Stock Units reported, 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 returns, the Performance Stock Units, as adjusted, will generally vest on December 31, 2025. |