Form 4 for BHR Braemar Hotels & Resorts Inc.
Accepted 2022-03-15 00:00:00 ET · period of report 2022-03-11 · accession 0001104659-22-034118 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2022-03-15 | 2022-03-11 | BHR | Eubanks Deric S | CFO, Treas | F - Tax | $6.04 | -2,589 | 181.6K | -1% | -$15.6K |
| D | 2022-03-15 | 2022-03-14 | BHR | Eubanks Deric S | CFO, Treas | S - Sale | $5.66 | -31.2K | 150.4K | -17% | -$176.8K |
| D | 2022-03-15 | 2022-03-15 | BHR | Eubanks Deric S | CFO, Treas | A - Grant | $0.00 | +201.9K | 201.9K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2022-03-11 | F | D | 2,589 | $6.04 | 181,608 | D | — | — | (F3) Represents the closing price of the common stock on March 10, 2022, the last trading day before the date of forfeiture. |
| 2 | Common | Common Stock | 2022-03-14 | S | D | 31,241 | $5.66 | 150,367 | D | — | — | (F1) Reflects the weighted average price for the reported transactions. The shares were sold in multiple transactions at prices ranging from $5.72 to $5.61, inclusive. The Reporting Person will provide the SEC staff, the Issuer, or any security holder of the Issuer, upon request for same, with the full information regarding the number of shares sold at each separate price within the range specified. |
| 3 | Derivative | Performance LTIP Units (2022) | 2022-03-15 | A | A | 201,930 | $0.00 | 201,930 | D | $0.00 · 2024-12-31 to 2024-12-31 | 201,930 Common Stock | (F6) Each performance LTIP unit ("Performance LTIP Unit") award represents a special long-term incentive partnership unit ("LTIP Unit"),in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary, subject to specified performance-based vesting criteria. (F8) Represents the maximum number of LTIP Units that may vest pursuant to such award 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 relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder return, the Performance LTIP Units, will generally vest on December 31, 2024. Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units ("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 on a 1-for-1 basis. (F7) 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. |