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

Mar 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Braemar Hotels & Resorts Inc. (BHR)
CIK: 0001574085
Period of Report: 2021-03-15

Reporting Person: Bennett Monty J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-15	LTIP Units	$0.00	A	127071	Acquired		Common Stock (127071)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	134103	Direct
Common Stock	216891	Indirect
Common Stock	17828	Indirect
Common Stock	86329	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
LTIP Units	$0.00		Common Stock (95430)	95430	Indirect
Performance Stock Units (2020)	$0.00	2022-12-31	Common Stock (70000)	70000	Direct
Performance Stock Units (2019)	$0.00	2021-12-31	Common Stock (64103)	64103	Direct
Common Partnership Units	$0.00		Common Stock (296040.3)	296040.3	Indirect
Common Partnership Units	$0.00		Common Stock (664012.7)	664012.7	Indirect
Common Partnership Units	$0.00		Common Stock (123477.15)	123477.15	Indirect
Common Partnership Units	$0.00		Common Stock (46364.7)	46364.7	Indirect
Common Partnership Units	$0.00		Common Stock (143924.9)	143924.9	Indirect
Common Partnership Units	$0.00		Common Stock (103911.2)	103911.2	Indirect

Footnotes

F1: 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 10 discussing convertibility of Common Partnership Units.

F2: The Reporting Person received the LTIP Units award reported herein under the Issuer's Second Amended and Restated 2013 Equity Incentive Plan.

F3: The LTIP Units reported herein vest and are convertible in three (3) equal installments over a three (3) year term from the date of the award. See Footnote 1 discussing the convertibility of vested LTIP Units.

F4: 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.

F5: Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person, 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 1 discussing convertibility of LTIP Units and Footnote 10 discussing convertibility of Common Partnership Units.

F6: 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.

F7: 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 relative total stockholder returns. Assuming continued service through the vesting date and achievement of the specified performance-based vesting criteria, the Performance Stock Units, as adjusted, will generally vest on December 31, 2021 (with respect to the 2019 grant) and December 31, 2022 (with respect to the 2020 grant). One-third of the Performance Stock Units granted in 2020 were eligible to vest (at up to 200% of target) based on performance during the first year of the performance period.

F8: 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.

F9: 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 LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 10 discussing the convertibility of the Common Partnership Units.

F10: The Common Partnership Units reflected as beneficially owned indirectly through Ashford Financial Corporation reflect only the Reporting Person's pecuniary interest in all Common Partnership Units owned by such entity. The Reporting Person hereby disclaims interest in all other securities of the Issuer or the Subsidiary owned directly by such entity.