ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. From January 8, 2021 through January 19, 2021, Ashford Hospitality Trust, Inc. (the "Company") entered into privately negotiated exchange agreements with certain holders of its 8.45% Series D Cumulative Preferred Stock, par value $0.01 per share (the "Series D Preferred Stock"), 7.375% Series F Cumulative Preferred Stock, par value $0.01 per share (the "Series F Preferred Stock"), 7.375% Series G Cumulative Preferred Stock, par value $0.01 per share (the "Series G Preferred Stock"), 7.50% Series H Cumulative Preferred Stock, par value $0.01 per share (the "Series H Preferred Stock") and 7.50% Series I Cumulative Preferred Stock, par value $0.01 per share (the "Series I Preferred Stock", and together with the Series D Preferred Stock, the Series F Preferred Stock, the Series G Preferred Stock and the Series H Preferred Stock, the "Preferred Stock") in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended. During this period, the Company exchanged a total of 2,528,144 shares of its common stock, par value $0.01 per share (the "Common Stock") for an aggregate of 408,434 shares of Preferred Stock. Such amounts were exchanged in addition to the totals previously reported by the Company under Item 3.02 on the Current Report on Form 8-K dated December 29, 2020. Inclusive of amounts previously reported, from December 8, 2020 through January 19, 2021, the Company has exchanged 5,316,179 shares of Common Stock for 952,611 shares of Preferred Stock in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended.

The Company did not receive any cash proceeds as a result of the exchange of the Preferred Stock for the Common Stock, and the shares of Preferred Stock exchanged have been retired and cancelled. The issuance of the shares of the Common Stock was made by the Company pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such act on the basis that these offers constituted an exchange with existing holders of the Company's securities, and no commission or other remuneration was paid to any party for soliciting such exchange. This current report on Form 8-K does not constitute an offer to exchange any securities of the Company for the Common Stock, the Preferred Stock or other securities of the Company.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses