Item 3.03 Material Modifications to Rights of Security Holders.
The disclosure set forth under Items 5.03 and 8.01 below is incorporated herein
by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On July 1, 2020, Ashford Hospitality Trust, Inc. (the "Company") filed Articles
of Amendment to the Company's charter (the "Articles of Amendment") with the
State Department of Assessments and Taxation of Maryland to effect a one-for-ten
reverse stock split of the outstanding shares of common stock, par value $0.01
per share, of the Company (the "Reverse Stock Split"). The Reverse Stock Split
was duly approved by the Board of Directors of the Company without stockholder
approval in accordance with the authority conferred by Section 2-309(e)(2) of
the Maryland General Corporation Law and Article V, Section 4 of the Company's
charter. Pursuant to the Articles of Amendment, effective as of the close of
business on July 15, 2020, each outstanding share of the Company's common stock,
par value $0.01 per share, will automatically combine into 1/10th of share of
common stock, par value $0.01 per share. If the Reverse Stock Split would result
in the issuance of a fraction of a share of common stock, such fractional share
shall be rounded down to the nearest full share and the Company shall pay the
holder otherwise entitled to such fraction a sum in cash in an amount equal to
the relevant percentage of the amount received per share upon the sale in one or
more open market transactions of the aggregate of all such fractional shares. As
a result of the Reverse Stock Split, the number of outstanding shares of common
stock of the Company will be reduced to approximately 10.5 million shares.
Each stockholder's percentage ownership in the Company and proportional voting
power remains unchanged after the Reverse Stock Split, except for minor changes
resulting from the payment of cash for fractional shares. The rights and
privileges of stockholders are unaffected by the Reverse Stock Split. There will
be no change to the number of authorized shares of the Company's common stock as
a result of the Reverse Stock Split.
The foregoing summary of the Articles of Amendment does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Articles of Amendment, a copy of which is attached hereto as Exhibit 3.1 and
incorporated herein by reference.
Item 8.01 Other Events.
The Company announced today that the Company's Board of Directors unanimously
approved a reverse split of the Company's common stock at a ratio of
one-for-ten, effective as of the close of business on July 15, 2020. At the
market opening on July 16, 2020, the Company's common stock will begin trading
on the New York Stock Exchange on a split-adjusted basis. The Company's trading
symbol will remain unchanged, but the CUSIP number for the Company's registered
common stock will be changed to 044103877. The Company also intends to effect a
reverse split of the partnership units of Ashford Hospitality Limited
Partnership, the Company's operating partnership ("Ashford Trust OP"), at a
ratio of one-for-ten, effective July 15, 2020. As a result of such reverse
split, the number of outstanding partnership units of Ashford Trust OP will be
reduced to approximately 2.1 million units.
On July 1, 2020, the Company issued a press release announcing the Reverse Stock
Split. A copy of the press release is attached as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number   Exhibit Description

3.1   Articles of Amendment to the Company's charter


99.1   Press Release of the Company, dated July 1, 2020


104    Cover Page Interactive Data File (embedded within the Inline XBRL document
       contained in Exhibit 101)

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