Sec Form 4/A Filing - Welter Jeremy @ Braemar Hotels & Resorts Inc. - 2022-07-15

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Welter Jeremy 2. Issuer Name and Ticker or Trading Symbol Braemar Hotels & Resorts Inc. [ BHR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) 14185 DALLAS PARKWAY,, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 07/15/2022 (Street) DALLAS, TX75254 4. If Amendment, Date Original Filed (MM/DD/YY) 07/19/2022 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/15/2022 M( 1 )( 2 ) 151,662 A 511,060( 1 )( 2 ) D Common Stock 07/15/2022 J( 4 ) 1,255 A $ 4.83( 4 ) 512,315( 1 )( 2 ) D Common Stock 07/15/2022 F( 1 )( 2 )( 5 ) 59,609 D $ 5.22( 6 ) 452,706( 1 )( 2 ) D Common Stock 07/15/2022 F( 1 )( 2 )( 5 ) 457 D $ 5.22( 6 ) 452,249( 1 )( 2 ) D Series E Redeemable Preferred Stock 4,841.08( 7 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed E xecution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Stock Units (2021)( 3 ) $ 0( 3 ) 07/15/2022 A( 1 )( 2 )( 8 ) 151,662 12/31/2023 12/31/2023 Common Stock 151,662( 8 ) $ 0( 1 )( 2 )( 3 ) 151,662( 8 ) D Performance Stock Units (2021)( 3 ) $ 0( 3 ) 07/15/2022 M( 1 )( 2 ) 151,662 12/31/2023 12/31/2023 Common Stock 0( 8 ) ( 1 )( 2 )( 3 ) 0( 8 ) D LTIP Units( 9 ) $ 0( 9 ) ( 10 ) ( 11 ) Common Stock 30,048( 11 ) 30,048( 12 ) D Common Partnership Units( 13 ) $ 0( 13 ) ( 13 ) ( 11 ) Common Stock 123,374( 13 ) 123,374( 14 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Welter Jeremy 14185 DALLAS PARKWAY, SUITE 1200 DALLAS, TX75254 Chief Operating Officer Signatures /s/ Jeremy Welter 08/03/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As indicated in the Form 4 filed on July 19, 2022 (the "Original Filing") that reported common stock received by the Reporting Person in connection with the vesting of performance stock units ("Performance Stock Units"), the number of shares of common stock issued upon vesting of Performance Stock Units reported in the Original Filing was estimated and recorded at 100% of the number of Performance Stock Units initially awarded (the target number) because the number of Performance Stock Units that actually vested was dependent upon actual performance that had not yet been determined, and as a result the number of shares of common stock withheld for taxes upon the vesting of the Performance Stock Units was estimated in such filing because the final tax withholding information was likewise not available at the time. ( 2 )This amendment is being filed to report the number of Performance Stock Units that actually vested (200% of the target number of Performance Stock Units based on the extent of actual achievement of the specified performance goals) and the number of shares of common stock that were actually withheld to satisfy tax obligations upon vesting. ( 3 )Each Performance Stock Unit award represented the right, upon achievement of certain specified performance-based vesting criteria, to receive up to two (2) shares of the Issuer's common stock. ( 4 )Represents dividend equivalent rights that accrued on a Performance Stock Unit award pursuant to the dividend reinvestment feature of the award. Each dividend equivalent right is the economic equivalent of one share of the Issuer's common stock and is settled in common stock. ( 5 )Represents shares of common stock forfeited to the Issuer to satisfy certain tax-withholding obligations of the Reporting Person arising as a result of the award of dividend equivalent rights and the vesting of Performance Stock Units, restricted stock and common stock held by the Reporting Person. ( 6 )Represents the closing price of the common stock on July 28, 2022, the last trading day before the date of forfeiture. ( 7 )Included in the amount reported are shares of common stock acquired under the automatic dividend reinvestment plan, exempt under Rule 16a-11. ( 8 )Represents the maximum share amount that may be issued pursuant to such award of Performance Stock Units. The number of shares of common stock to be issued upon vesting of a Performance Stock Unit can range from 0% to 200% of the number of Performance Stock Units awarded, based on achievement of specified performance goals. ( 9 )Represents special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units of the Subsidiary ("Common Partnership Units") are convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 12 discussing convertibility of Common Partnership Units. ( 10 )The LTIP Units reported herein were subject to vesting in three (3) equal installments over a three (3) year term from the date of the award, subject to acceleration. See Footnote 8 discussing the convertibility of vested LTIP Units. ( 11 )Neither the Common Partnership Units nor vested LTIP Units (including any LTIP Units awarded upon achievement of the specified performance criteria relating to vested Performance L TIP Units) have an expiration date. ( 12 )Reflects the aggregate number of LTIP Units held by the Reporting Person following the LTIP Units award reported herein, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and include those which (i) may have achieved parity with the Common Partnership Units, or (ii) have not yet achieved parity with the Common Partnership Units. Such LTIP Units have been combined herein solely for reporting purposes. See Footnote 8 discussing convertibility of LTIP Units and Footnote 12 discussing the convertibility of the Common Partnership Units. ( 13 )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. ( 14 )Reflects the aggregate number of Common Partnership Units currently held by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 12 discussing the convertibility of the Common Partnership Units.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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