SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Eubanks Deric S
(Last) (First) (Middle)
14185 DALLAS PARKWAY
SUITE 1200
(Street)
DALLAS TX 75254
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Braemar Hotels & Resorts Inc. [ BHR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO and Treasurer
3. Date of Earliest Transaction (Month/Day/Year)
03/06/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/06/2024 M 223,992 A (1) 339,574 D
Common Stock 03/06/2024 A 25,941 A (2) 365,515 D
Common Stock 03/06/2024 F(3) 60,859 D $2.29(4) 304,656 D
Common Stock 533 I By spouse's IRA
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units (2021)(1) $0.00(1) 03/06/2024 A 111,996 12/31/2023 12/31/2023 Common Stock 223,992(5) (1) 223,992(5) D
Performance Stock Units (2021)(1) $0.00(1) 03/06/2024 M 223,992 12/31/2023 12/31/2023 Common Stock 0(5) (1) 0(5) D
Performance LTIP Units (2022)(6) $0.00(6) 12/31/2024 12/31/2024 Common Stock 201,930(7) 201,930(7) D
Performance Stock Units (2023)(1) $0.00(1) 12/31/2025 12/31/2025 Common Stock 88,747(5) 88,747(5) D
Explanation of Responses:
1. 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.
2. 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.
3. Represents shares of common stock forfeited to the Issuer to satisfy certain tax-withholding obligations of the Reporting Person arising as a result of the award of dividend equivalent rights and the vesting of Performance Stock Units, restricted stock and common stock held by the Reporting Person.
4. Represents the closing price of the common stock on February 26, 2024, the last trading day before the date of forfeiture.
5. Represents the target number of common stock shares that may be issued pursuant to the 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 target number of Performance Stock Units reported, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder returns, the Performance Stock Units, as adjusted, will generally vest on December 31, 2023 (with respect to the 2021 grant) and December 31, 2025 (with respect to the 2023 grant).
6. Each performance LTIP unit ("Performance LTIP Unit") award represents a special long-term incentive partnership unit ("LTIP Unit"), in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary, subject to specified performance-based vesting criteria.
7. 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. 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 specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder return, the Performance LTIP Units, will generally vest on December 31, 2024. Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units ("Common Units"), are convertible into Common Units at the option of the Reporting Person. Common 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.
/s/ Deric S. Eubanks 03/08/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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