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Form 8-K Ashford Hospitality Prim For: Sep 14

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September 14, 2017 8:26 AM EDT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

 CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): September 14, 2017

ASHFORD HOSPITALITY PRIME, INC.
(Exact name of registrant as specified in its charter)


 
 
 
 
 
MARYLAND
 
001-35972

 
46-2488594
(State of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification Number)

 
 
 
14185 Dallas Parkway, Suite 1100
 
 
Dallas, Texas
 
75254
(Address of principal executive offices)
 
(Zip code)
Registrant’s telephone number, including area code: (972) 490-9600 
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    þ
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨





ITEM 7.01     REGULATION FD DISCLOSURE.
On September 14, 2017, Ashford Hospitality Prime, Inc. (the “Company”) issued a press release announcing that its Board of Directors:

a) declared a common stock dividend for the third quarter ending September 30, 2017, of $0.16 per diluted share, payable October 16, 2017, for shareholders of record as of September 30, 2017; and

b) declared a dividend for the third quarter ending September 30, 2017, of $0.3438 per diluted share, for the Company’s 5.5% Series B Cumulative Convertible Preferred Stock. This dividend is payable October 16, 2017, for shareholders of record as of September 30, 2017.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit
Number     Exhibit Description

99.1




SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 14, 2017
 
 
ASHFORD HOSPITALITY PRIME, INC.
 
 
 
 
By:
 
/s/ DAVID A. BROOKS
 
 
 
David A. Brooks
 
 
 
Chief Operating Officer and General Counsel





EXHIBIT 99.1

ahpq32016dividendprimage1a03.gif
NEWS RELEASE

Contact:
Deric Eubanks
Jordan Jennings
Joseph Calabrese
 
Chief Financial Officer
Investor Relations
Financial Relations Board
 
(972) 490-9600
(972) 778-9487
(212) 827-3772

ASHFORD PRIME DECLARES DIVIDENDS FOR THIRD QUARTER OF 2017
DALLAS, September 14, 2017 -- Ashford Hospitality Prime, Inc. (NYSE: AHP) (“Ashford Prime” or the “Company”) today announced that its Board of Directors declared a quarterly cash dividend of $0.16 per diluted share for the Company's common stock for the third quarter ending September 30, 2017. The dividend, which equates to an annual rate of $0.64 per share, is payable on October 16, 2017, to shareholders of record as of September 30, 2017.
The Board declared a quarterly cash dividend of $0.3438 per diluted share for the Company's 5.5% Series B Cumulative Convertible Preferred Stock for the third quarter ending September 30, 2017. The dividend, which equates to an annual rate of $1.375 per share, is payable on October 16, 2017, to shareholders of record as of September 30, 2017.
Ashford Hospitality Prime is a real estate investment trust (REIT) focused on investing in luxury hotels and resorts.
Ashford has created an Ashford App for the hospitality REIT investor community. The Ashford App is available for free download at Apple’s App Store and the Google Play Store by searching “Ashford.”

Certain statements and assumptions in this press release contain or are based upon "forward-looking" information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include, among others, statements about the implied share price for the Company's common stock. These forward-looking statements are subject to risks and uncertainties. When we use the words "will likely result," "may," "anticipate," "estimate," "should," "expect," "believe," "intend," or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside Ashford Prime's control.

The forward-looking statements included in this press release are only made as of the date of this press release. Investors should not place undue reliance on these forward-looking statements. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.


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