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.
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