Braemar Hotels & Resorts Inc. — Director's Dealing 2021

May 13, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Braemar Hotels & Resorts Inc. (BHR)
CIK: 0001574085
Period of Report: 2021-05-11

Reporting Person: Welter Jeremy (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-11	Common Stock	A	72999	$0.00	Acquired	316020	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-11	Performance Stock Units (2021)	$0.00	A	151662	Acquired	2023-12-31	Common Stock (151662)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance LTIP Units (2020)	$0.00	2022-12-31	Common Stock (95000)	95000	Direct
LTIP Units	$0.00		Common Stock (77548)	77548	Direct
Performance Stock Units (2019)	$0.00	2021-12-31	Common Stock (30048)	30048	Direct
Common Partnership Units	$0.00		Common Stock (28374)	28374	Direct

Footnotes

F1: On February 26, 2021, the Issuer approved this award of restricted stock to the Reporting Person pursuant to a restricted stock grant from the Issuer under the Issuer's Second Amended and Restated 2013 Equity Incentive Plan (the "Plan"), subject to approval of an increase in the shares reserved under the Plan by the Company's stockholders at the Company's Annual Meeting on May 11, 2021 (which approval was obtained). Such shares generally vest in three (3) substantially equal installments on the first three (3) anniversaries following February 26, 2021, subject to accelerated vesting on certain specified events.

F2: Each performance LTIP Unit ("Performance LTIP Unit") award represents an LTIP Unit subject to performance-based vesting criteria.

F3: 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 for such respective award. 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 a specified relative total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative total stockholder return, the Performance LTIP Units will generally vest on December 31, 2022 (with respect to the 2020 grant). See Footnote 4 discussing the convertibility of vested LTIP Units.

F4: Represents special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Partnership Units (as defined below) are convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 11 discussing convertibility of Common Partnership Units.

F5: The LTIP Units reported herein vest and are convertible into Common Partnership Units in three (3) equal installments over a three (3) year term from the date of the award. See Footnote 4 discussing the convertibility of vested LTIP Units.

F6: 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.

F7: Reflects the aggregate number of LTIP Units held by the Reporting Person following the LTIP Units award reported herein, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Partnership Units, (ii) have not yet achieved parity with the Common Partnership Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes. See Footnote 4 discussing convertibility of LTIP Units and Footnote 10 discussing convertibility of Common Partnership Units.

F8: 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.

F9: The Reporting Person received the Performance Stock Units pursuant to a grant from the Issuer under the Plan. The 2021 Performance Stock Units were approved by the Issuer on February 26, 2021, subject to approval of an increase in the shares reserved under the Plan by the Company's stockholders at the Company's Annual Meeting on May 11, 2021 (which approval was obtained).

F10: Represents the target share amount that may be issued pursuant to such 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 number of Performance Stock Units awarded, based on achievement of specified performance goals. Assuming continued service through the vesting date and minimum achievement of the specified performance metrics, the Performance Stock Units, will generally vest on December 31, 2021 (with respect to the 2019 grant) and December 31, 2023 (with respect to the 2021 grant).

F11: Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"). Common Partnership 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.

F12: Reflects the aggregate number of Common Partnership Units currently held by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 11 discussing the convertibility of the Common Partnership Units.