UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Ashford Hospitality Trust, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
044103109
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(CUSIP Number)
Montgomery J. Bennett
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254
(972) 490-9600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 21, 2008
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See section 240.13d-7 for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 044103109 13D/A Page 2 of 7
1 NAME OF REPORTING PERSON Montgomery J. Bennett
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS PF/OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
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|
NUMBER OF |
|
SHARES |7 SOLE VOTING POWER 4,567,082
|------------------------------------------------------
BENEFICIALLY |
|
OWNED BY |8 SHARED VOTING POWER 0
|------------------------------------------------------
EACH |
|
REPORTING |9 SOLE DISPOSITIVE POWER 4,567,082
|------------------------------------------------------
PERSON |
|
WITH |10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 4,567,082
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8%
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14 TYPE OF REPORTING PERSON IN
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CUSIP NO. 044103109 13D/A Page 3 of 7
Schedule 13D
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Item 1. Security and Issuer
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This Amendment to Statement on Schedule 13D ("Statement") relates
to the common stock, par value $0.01 per share (the "Common Stock"),
of Ashford Hospitality Trust, Inc., a Maryland corporation (the
"Issuer") and is being filed by Montgomery J. Bennett (the
"Reporting Person"). The principal executive offices of the
Issuer are located at 14185 Dallas Parkway, Suite 1100, Dallas,
Texas 75254. The Reporting Person initially reported his holdings in
a Statement on Schedule 13G filed with the Securities and Exchange
Commission. As a result of the Reporting Person's position as a
member of the Issuer's Board of Directors and its President and Chief
Executive Officer, the Reporting Person chose to amend his prior
statement to report his holdings on Schedule 13D. This Amendment is
being filed to amend and restate the Reporting Person's prior
Statement on Schedule 13D to reflect (i) certain acquisitions of
additional shares of the Issuer's Common Stock by the Reporting
Person, and (ii) that, as a result of additional issuances by the
Issuer, the holdings of the Reporting Person, taking into account the
additional securities reported herein, no longer exceed five percent
(5%) of the Common Stock of the Issuer.
Item 2. Identity and Background
-----------------------
(a) NAME. The name of the Reporting Person is Montgomery
J. Bennett.
(b) BUSINESS ADDRESS. The business address of the
Reporting Person is 14185 Dallas Parkway, Suite 1100, Dallas,
Texas 75254.
(c) OCCUPATION AND EMPLOYMENT. The Reporting Person is
currently the President and Chief Executive Officer of the
Issuer.
(d) CRIMINAL PROCEEDINGS. During the last five years, the
Reporting Person has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) CIVIL PROCEEDINGS. During the last five years, the
Reporting Person has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a
result of which the Reporting Person was or is subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) CITIZENSHIP. The Reporting Person is a citizen of the
United States.
CUSIP NO. 044103109 13D/A Page 4 of 7
Item 3. Source and Amount of Funds or Other Consideration
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The holdings reported by the Reporting Person herein consist
of 1,298,554 shares of Common Stock held directly or indirectly by
the Reporting Person and 3,268,528 Units of common limited
partnership interests ("Units," and together with the shares of
Common Stock held by the Reporting Person, the "Securities") in
Ashford Hospitality Limited Partnership, the operating subsidiary
of the Issuer ("Partnership"). The Units are currently convertible
into cash or, at the option of the Issuer, shares of Common Stock
(currently on a 1-for-1 basis). The Securities reported herein
were acquired by the Reporting Person in business transactions
between the Issuer and the Reporting Person (or entities
affiliated with the Reporting Person), director stock grants
and with personal funds in open market transactions.
Item 4. Purpose of Transaction
----------------------
The Reporting Person acquired the Securities for investment
purposes and not with a view toward or having the effect of
directing control over the Issuer. As a result of the Reporting
Person's position as a member of the Issuer's Board of Directors
and its President and Chief Executive Officer, the Reporting
Person may effect a measure of control over the Issuer. The
Reporting Person will continue to evaluate his ownership and
voting position in the Issuer and may consider the following
future courses of action: (i) continuing to hold the Securities
for investment; (ii) converting, at the option of the Company,
some or all of the Units into shares of Common Stock, (iii)
disposing of all or a portion of the Securities in open
market sales or in privately-negotiated transactions; or
(iv) acquiring additional shares of the Common Stock in the open
market or in privately-negotiated transactions with the Issuer or
third parties. The Reporting Person has not as yet determined
which of the courses of action specified in this paragraph he
may ultimately take. The Reporting Person's future actions with
regard to this investment are dependent on his evaluation of a
variety of circumstances affecting the Issuer in the future,
including the market price of the Common Stock, the Issuer's
business and the Reporting Person's investment portfolio.
Other than as set forth above, the Reporting Person does not have
any plans or proposals that would result in any of the following:
(a) the acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the
Issuer;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(d) any change in the present Board of Directors or
management of the Issuer, including any plans or
proposals to change the number or terms of Directors or
to fill any existing vacancies on the Board of
Directors;
(e) any material change in the present capitalization or
dividend policy of the Issuer;
CUSIP NO. 044103109 13D/A Page 5 of 7
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an interdealer
quotation system of a registered national securities
association;
(i) causing a class of equity securities of the Issuer to
become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934, as amended; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
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(a) AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES. The
Reporting Person beneficially owns an aggregate of 4,567,082
shares of Common Stock (which includes 3,268,528 Units that are
presently convertible, at the option of the Issuer, into shares
of Common Stock), representing approximately 3.8% of the
Issuer's outstanding Common Stock (based on 119,663,756 outstanding
shares of Common Stock reflected in the Issuer's Proxy Statement
filed with the SEC on or about April 7, 2008).
(b) POWER TO VOTE AND DISPOSE. The Reporting Person has
the sole voting and dispositive power over the Securities
identified in response to Item 5(a) above; provided, however, the
Units may only be converted into shares of Common Stock at the
option of the Issuer.
(c) TRANSACTIONS WITHIN THE PAST 60 DAYS. During the past
sixty (60) days, the Reporting Person has not effected any
transactions in the Issuer's securities; provided, however, on
March 21, 2008, the Reporting Person was awarded, under the
Issuer's Amended and Restated 2003 Stock Incentive Plan, an
aggregate of 281,100 long-term incentive partnership units
("LTIPs") in the Partnership. The LTIPs are not currently
vested and do not vest within sixty (60) days of the date of
this Amendment No. 1 to Statement on Schedule 13D and,
accordingly, are not included in the aggregate number and
percentage of securities held by the Reporting Person. Upon
vesting and achieving parity with the Units, the LTIPs are
convertible into Units at the option of the Reporting Person.
(d) CERTAIN RIGHTS OF OTHER PERSONS. Not applicable.
(e) DATE CEASED TO BE A 5% OWNER. April 24, 2007.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer
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None.
CUSIP NO. 044103109 13D/A Page 6 of 7
Item 7. Material to be filed as Exhibits
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None.
[Signature page follows]
CUSIP NO. 044103109 13D/A Page 7 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this
statement is true, complete and correct.
Date: May 13, 2008
/s/ MONTGOMERY J. BENNETT
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Montgomery J. Bennett