Braemar (BHR) Form 3: Initial Ownership Disclosure by Director Ghassemieh
Rhea-AI Filing Summary
Braemar Hotels & Resorts Inc. (BHR) Form 3 filed by director Babak (Bob) Ghassemieh discloses his initial ownership stake and related indirect interests. He directly holds 45,207 shares of common stock and reports indirect interests including 3,330 shares via spouse, 200 via son, 200 via daughter, 25,000 via the Bob Ghassemieh 2021 Children\'s Trust, 20,000 via the Lillian Ghassemieh 2021 Children\'s Trust, and 20,000 via BL PCH LLC. He also reports beneficial interests in 2,005 common shares underlying Series B preferred and 2,500,000 common partnership units held indirectly through Morning View Hotels BH I, LLC.
Positive
- Complete disclosure of direct ownership: 45,207 shares of common stock reported directly by the director
- Clear reporting of indirect interests: family trusts, spouse, children, and LLC positions are itemized
- Conversion mechanics disclosed: Series B preferred conversion price and partnership unit conversion ratio are specified
Negative
- None.
Insights
TL;DR: Director filed required Form 3 disclosing direct and multiple indirect holdings, including partnership units and convertible preferred exposure.
The filing is a routine initial Section 16 disclosure by a newly reportable insider. It lists direct ownership of 45,207 common shares and several indirect holdings through family trusts, an LLC, and a manager role. Notable items are the 2,005 shares underlying Series B preferred stock and 2,500,000 common partnership units held via an LLC, both of which could convert or be redeemable into common stock under specified terms. Disclaimers clarify limited pecuniary interest and managerial relationships; no transactions or changes in control are reported.
TL;DR: The disclosure documents holdings and conversion features but does not report purchases, sales, or material transfers.
From an investor-impact perspective, this Form 3 supplies ownership detail and conversion mechanics: Series B preferred converts at a specified rate (liquidation preference $25.00 divided by conversion rate 1.3372) and partnership units convert on a 1-for-1 basis into common stock. The filing is informational; it does not announce any transactions, compensation grants, or material corporate events that would immediately affect valuation.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series B Preferred Stock | -- | -- | -- |
| holding | Common Partnership Units | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (6)
- F1. Babak (Bob) Ghassemieh is a trustee of the Bob Ghassemieh 2021 Children's Trust.
- F2. Mr. Ghassemieh is a trustee of the Lillian Ghassemieh 2021 Children's Trust. Mr. Ghassemieh does not have a pecuniary interest in the securities held by the Lillian Ghassemieh 2021 Children's Trust.
- F3. Shares of Common Stock owned directly by BL PCH LLC ("BL PCH"). As Manager of BL PCH, Mr. Ghassemieh may be deemed to beneficially own the shares of Common Stock owned directly by BL PCH. Mr. Ghassemieh disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F4. The 5.50% Series B Cumulative Convertible Preferred Stock of the Issuer ("Series B Preferred Stock") is convertible at any time at a conversion price equal to the liquidation preference of a share of Series B Preferred Stock, $25.00 per share, divided by the conversion rate, 1.3372 (subject to adjustment). The Series B Preferred Stock does not have an expiration date.
- F5. The Common Limited Partnership Units in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("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. The Common Partnership Units do not have an expiration date.
- F6. Common Partnership Units owned directly by Morning View Hotels BH I, LLC ("Morning View Hotels"). As Manager of Morning View Hotels, Mr. Ghassemieh may be deemed to beneficially own the Common Partnership Units owned directly by Morning View Hotels. Mr. Ghassemieh disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
AI-generated analysis. How Rhea-AI works. Not financial advice.
