Form 4/A for BHR Braemar Hotels & Resorts Inc.
Accepted 2022-08-03 00:00:00 ET · period of report 2022-07-15 · accession 0001104659-22-085747 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DA | 2022-08-03 | 2022-07-15 | BHR | Welter Jeremy | COO | M - OptEx | — | +151.7K | 511.1K | +42% | — |
| DMA | 2022-08-03 | 2022-07-15 | BHR | Welter Jeremy | COO | F - Tax | $5.22 | -60.1K | 452.7K | -12% | -$313.5K |
| DA | 2022-08-03 | 2022-07-15 | BHR | Welter Jeremy | COO | J - Other | $4.83 | +1,255 | 512.3K | +0.2% | +$6,062 |
| DA | 2022-08-03 | 2022-07-15 | BHR | Welter Jeremy | COO | A - Grant | $0.00 | +151.7K | 151.7K | New | $0 |
| DA | 2022-08-03 | 2022-07-15 | BHR | Welter Jeremy | COO | M - OptEx | — | -151.7K | 0 | -100% | — |
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 | 2022-07-15 | M | A | 151,662 | — | 511,060 | D | — | — | (F3) Each Performance Stock Unit award represented the right, upon achievement of certain specified performance-based vesting criteria, to receive up to two (2) shares of the Issuer's common stock. (F1) As indicated in the Form 4 filed on July 19, 2022 (the "Original Filing") that reported common stock received by the Reporting Person in connection with the vesting of performance stock units ("Performance Stock Units"), the number of shares of common stock issued upon vesting of Performance Stock Units reported in the Original Filing was estimated and recorded at 100% of the number of Performance Stock Units initially awarded (the target number) because the number of Performance Stock Units that actually vested was dependent upon actual performance that had not yet been determined, and as a result the number of shares of common stock withheld for taxes upon the vesting of the Performance Stock Units was estimated in such filing because the final tax withholding information was likewise not available at the time. (F2) This amendment is being filed to report the number of Performance Stock Units that actually vested (200% of the target number of Performance Stock Units based on the extent of actual achievement of the specified performance goals) and the number of shares of common stock that were actually withheld to satisfy tax obligations upon vesting. |
| 2 | Common | Common Stock | 2022-07-15 | F | D | 457 | $5.22 | 452,249 | D | — | — | (F6) Represents the closing price of the common stock on July 28, 2022, the last trading day before the date of forfeiture. (F1) As indicated in the Form 4 filed on July 19, 2022 (the "Original Filing") that reported common stock received by the Reporting Person in connection with the vesting of performance stock units ("Performance Stock Units"), the number of shares of common stock issued upon vesting of Performance Stock Units reported in the Original Filing was estimated and recorded at 100% of the number of Performance Stock Units initially awarded (the target number) because the number of Performance Stock Units that actually vested was dependent upon actual performance that had not yet been determined, and as a result the number of shares of common stock withheld for taxes upon the vesting of the Performance Stock Units was estimated in such filing because the final tax withholding information was likewise not available at the time. (F2) This amendment is being filed to report the number of Performance Stock Units that actually vested (200% of the target number of Performance Stock Units based on the extent of actual achievement of the specified performance goals) and the number of shares of common stock that were actually withheld to satisfy tax obligations upon vesting. |
| 3 | Common | Common Stock | 2022-07-15 | F | D | 59,609 | $5.22 | 452,706 | D | — | — | (F6) Represents the closing price of the common stock on July 28, 2022, the last trading day before the date of forfeiture. (F1) As indicated in the Form 4 filed on July 19, 2022 (the "Original Filing") that reported common stock received by the Reporting Person in connection with the vesting of performance stock units ("Performance Stock Units"), the number of shares of common stock issued upon vesting of Performance Stock Units reported in the Original Filing was estimated and recorded at 100% of the number of Performance Stock Units initially awarded (the target number) because the number of Performance Stock Units that actually vested was dependent upon actual performance that had not yet been determined, and as a result the number of shares of common stock withheld for taxes upon the vesting of the Performance Stock Units was estimated in such filing because the final tax withholding information was likewise not available at the time. (F2) This amendment is being filed to report the number of Performance Stock Units that actually vested (200% of the target number of Performance Stock Units based on the extent of actual achievement of the specified performance goals) and the number of shares of common stock that were actually withheld to satisfy tax obligations upon vesting. |
| 4 | Common | Common Stock | 2022-07-15 | J | A | 1,255 | $4.83 | 512,315 | D | — | — | (F4) Represents dividend equivalent rights that accrued on a Performance Stock Unit award pursuant to the dividend reinvestment feature of the award. Each dividend equivalent right is the economic equivalent of one share of the Issuer's common stock and is settled in common stock. (F1) As indicated in the Form 4 filed on July 19, 2022 (the "Original Filing") that reported common stock received by the Reporting Person in connection with the vesting of performance stock units ("Performance Stock Units"), the number of shares of common stock issued upon vesting of Performance Stock Units reported in the Original Filing was estimated and recorded at 100% of the number of Performance Stock Units initially awarded (the target number) because the number of Performance Stock Units that actually vested was dependent upon actual performance that had not yet been determined, and as a result the number of shares of common stock withheld for taxes upon the vesting of the Performance Stock Units was estimated in such filing because the final tax withholding information was likewise not available at the time. (F2) This amendment is being filed to report the number of Performance Stock Units that actually vested (200% of the target number of Performance Stock Units based on the extent of actual achievement of the specified performance goals) and the number of shares of common stock that were actually withheld to satisfy tax obligations upon vesting. |
| 5 | Derivative | Performance Stock Units (2021) | 2022-07-15 | A | A | 151,662 | $0.00 | 151,662 | D | $0.00 · 2023-12-31 to 2023-12-31 | 151,662 Common Stock | (F3) Each Performance Stock Unit award represented the right, upon achievement of certain specified performance-based vesting criteria, to receive up to two (2) shares of the Issuer's common stock. (F1) As indicated in the Form 4 filed on July 19, 2022 (the "Original Filing") that reported common stock received by the Reporting Person in connection with the vesting of performance stock units ("Performance Stock Units"), the number of shares of common stock issued upon vesting of Performance Stock Units reported in the Original Filing was estimated and recorded at 100% of the number of Performance Stock Units initially awarded (the target number) because the number of Performance Stock Units that actually vested was dependent upon actual performance that had not yet been determined, and as a result the number of shares of common stock withheld for taxes upon the vesting of the Performance Stock Units was estimated in such filing because the final tax withholding information was likewise not available at the time. (F2) This amendment is being filed to report the number of Performance Stock Units that actually vested (200% of the target number of Performance Stock Units based on the extent of actual achievement of the specified performance goals) and the number of shares of common stock that were actually withheld to satisfy tax obligations upon vesting. (F8) Represents the maximum share amount that may be issued pursuant to such award of Performance Stock Units. The number of shares of common stock to be issued upon vesting of a Performance Stock Unit can range from 0% to 200% of the number of Performance Stock Units awarded, based on achievement of specified performance goals. |
| 6 | Derivative | Performance Stock Units (2021) | 2022-07-15 | M | D | 151,662 | — | 0 | D | $0.00 · 2023-12-31 to 2023-12-31 | 0 Common Stock | (F3) Each Performance Stock Unit award represented the right, upon achievement of certain specified performance-based vesting criteria, to receive up to two (2) shares of the Issuer's common stock. (F1) As indicated in the Form 4 filed on July 19, 2022 (the "Original Filing") that reported common stock received by the Reporting Person in connection with the vesting of performance stock units ("Performance Stock Units"), the number of shares of common stock issued upon vesting of Performance Stock Units reported in the Original Filing was estimated and recorded at 100% of the number of Performance Stock Units initially awarded (the target number) because the number of Performance Stock Units that actually vested was dependent upon actual performance that had not yet been determined, and as a result the number of shares of common stock withheld for taxes upon the vesting of the Performance Stock Units was estimated in such filing because the final tax withholding information was likewise not available at the time. (F2) This amendment is being filed to report the number of Performance Stock Units that actually vested (200% of the target number of Performance Stock Units based on the extent of actual achievement of the specified performance goals) and the number of shares of common stock that were actually withheld to satisfy tax obligations upon vesting. (F8) Represents the maximum share amount that may be issued pursuant to such award of Performance Stock Units. The number of shares of common stock to be issued upon vesting of a Performance Stock Unit can range from 0% to 200% of the number of Performance Stock Units awarded, based on achievement of specified performance goals. |