ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
From June 2, 2021 through October 7, 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 (the “Securities Act”). During this period, the Company exchanged a total of 1,516,730 shares of its common stock, par value $0.01 per share (the “Common Stock”) for an aggregate of 1,370,290 shares of Preferred Stock. Such amounts were exchanged in addition to the totals previously reported by the Company under Item 3.02 on (i) the Current Report on Form 8-K dated December 29, 2020; (ii) the Current Report on Form 8-K dated January 19, 2021; (iii) the Current Report on Form 8-K dated January 29, 2021; (iv) the Current Report on Form 8-K dated February 22, 2021; (v) the Current Report on Form 8-K dated March 1, 2021; (vi) the Current Report on Form 8-K dated March 9, 2021; (vii) the Current Report on Form 8-K dated March 30, 2021; (viii) the Current Report on Form 8-K dated April 7, 2021; (ix) the Current Report on Form 8-K dated April 15, 2021; (x) the Current Report on Form 8-K dated May 7, 2021; and (xi) the Current Report on Form 8-K dated May 28, 2021. Inclusive of amounts previously reported, from December 8, 2020 through October 7, 2021, the Company has exchanged 7,352,391 shares of Common Stock for 8,824,708 shares of Preferred Stock in reliance on Section 3(a)(9) of the Securities Act.
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 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.
As previously disclosed, the Company’s board of directors approved a reverse stock split of the Company’s issued and outstanding Common Stock at a ratio of 1-for-10. Effective as of the close of business on July 16, 2021, the reverse stock split converted every ten issued and outstanding shares of Common Stock into one share of Common Stock. All Common Stock data reported herein reflect a retroactive application of the reverse stock split to all privately negotiated exchange agreements entered in reliance on Section 3(a)(9) of the Securities Act that were entered into by the Company prior to the effective date of the reverse stock split.