Sec Form 4 Filing - Bennett Monty J @ Ashford Inc. - 2023-03-03

FORM 4 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 Bennett Monty J 2. Issuer Name and Ticker or Trading Symbol Ashford Inc. [ AINC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Chairman of the Board (Last) (First) (Middle) 14185 DALLAS PARKWAY, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 03/03/2023 (Street) DALLAS, TX75254 4. If Amendment, Date Original Filed (MM/DD/YY) 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 253,350 D Common Stock 18,816 I By MJB Operating, LP Common Stock 118,290 I By MJB Investments LP Common Stock 62,116 I By Dartmore LP Common Stock 13,408 I By Reserve, LP IV Common Stock 8,918 I By Reserve, LP III Common Stock 10,597.5 I By Ashford Financial Corporation Common Stock 15 I By Spouse

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 Execution 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 Special Limited Partnership Units ( 1 ) $ 0 03/03/2023 A( 1 ) 41,174 ( 2 ) ( 3 ) Common Stock 41,174 $ 0 41,174 D Class 2 LTIP Units $ 45.59 03/31/2019 03/31/2026 Common Stock 100,000 100,000 I Texas Yarrow 2021 Class 2 LTIP Units $ 57.71 10/03/2020 10/03/2027 Common Stock 50,000 50,000 I Texas Yarrow 2021 Class 2 LTIP Units $ 57.34 04/18/2020 04/18/2027 Common Stock 50,000 50,000 I Texas Yarrow 2021 Class 2 LTIP Units $ 45 03/15/2025 03/15/2032 Common Stock 48,170 ( 4 ) 48,170 I Texas Yarrow LLC - 2022 PS Class 2 LTIP Units $ 61.12 02/27/2022 02/27/2029 Common Stock 90,000 90,000 I Texas Yarrow LLC - 2022 PS Class 2 LTIP Units $ 85.97 12/11/2017 12/11/2025 Common Stock 60,000 60,000 I Texas Yarrow LLC - 2022 PS Special Limited Partnership Units $ 0 ( 2 ) ( 3 ) Common Stock 38,853 38,853 I Texas Yarrow LLC - 2022 PS Stock Options (right to purchase) $ 94.96 03/14/2021 03/14/2028 Common Stock 77,206 77,206 D Stock Options (right to purchase) $ 85.97 12/11/2017 12/11/2025 Common Stock 35,000 35,000 I By MJB Operating, LP Series D Convertible Preferred Stock ( 5 ) $ 0.21 ( 5 ) ( 5 ) ( 5 ) Common Stock 2,000,250 ( 5 ) 9,047,300 I By MJB Investments LP Series D Convertible Preferred Stock ( 6 ) ( 7 ) $ 0.21 ( 6 ) ( 7 ) ( 6 )( 7 ) ( 6 )( 7 ) Common Stock 17,687 ( 6 ) ( 7 ) 80,000 I By Trust Series D Convertible Preferred Stock ( 8 ) $ 0.21 ( 8 ) ( 8 ) ( 8 ) Common Stock 33,605 ( 8 ) 152,000 D Common Units ( 9 ) $ 0 ( 9 ) ( 9 ) ( 9 ) Common Units ( 9 ) 143.04 143.04 I By MJB Operating, LP Common Units ( 9 ) $ 0 ( 9 ) ( 9 ) ( 9 ) Common Units ( 9 ) 501.6 501.6 I By Dartmore LP Common Units ( 9 ) $ 0 ( 9 ) ( 9 ) ( 9 ) Common Units ( 9 ) 35.91 35.91 I By MJB Investments LP Common Units ( 9 ) $ 0 ( 9 ) ( 10 ) ( 10 ) Common Units ( 9 ) 109.24 109.24 I By Reserve, LP IV Common Units ( 9 ) $ 0 ( 9 ) ( 9 ) ( 9 ) Common Units ( 9 ) 78.67 78.67 I By Reserve, LP III Common Units ( 9 ) $ 0 ( 9 ) ( 9 ) ( 9 ) Common Units ( 9 ) 93.18 ( 9 ) 93.18 ( 9 ) I By Ashford Financial Corporation Stock Units under Deferred Compensation Plan ( 10 ) ( 10 ) ( 10 ) ( 10 ) Common Stock 195,579 195,579 ( 10 ) I Bennett Family Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bennett Monty J 14185 DALLAS PARKWAY SUITE 1200 DALLAS, TX75254 X X CEO and Chairman of the Board Signatures /s/ Monty J. Bennett 03/07/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person received the LTIP Units pursuant to a grant from the Issuer under the Issuer's 2014 Incentive Plan, as amended (the "Plan"). Such shares vest in three (3) substantially equal installments on the first three (3) anniversaries following the date of grant. ( 2 )Vested LTIP Units, upon achieving parity with Common Units, are convertible into Common Units at the option of the Reporting Person. See Footnote 8 discussing the convertibility of Common Units. ( 3 )Neither the LTIP Units nor the Common Units have an expiration date. ( 4 )Class 2 Long-Term Incentive Partnership Units ("LTIP 2") in Ashford Hospitality Holdings LLC ("AHH") granted under the Plan. The LTIP 2s will vest on March 15, 2025, the third anniversary of the grant date on March 15, 2022. Each vested LTIP 2 can convert into a number of common limited partnership units of AHH ("Common Units"), based on the appreciation in a share of the Issuer's common stock over the issue price, but a vested LTIP 2 may only be so converted prior to the final conversion date of such LTIP 2. ( 5 )Such 9,047,300 of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 2,000,250 shares of the Issuer's common stock (including 75,293 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) at a conversion ratio equal to the liquidation preference of a share of Series D Convertible Preferred Stock, par value $25.00, divided by $117.50, subject to adjustment (the "Conversion Ratio"). ( 6 )In connection with the transactions contemplated by the Combination Agreement, dated May 31, 2019, as amended (the "Combination Agreement"), among the Issuer, the Reporting Person, Archie Bennett, Jr., Remington Holdings, L.P., Remington Holdings GP, LLC, Project Management LLC, MJB Investments, L.P., Jeremy Welter, James L. Cowen, Ashford Nevada Holding Corp. and Ashford Merger Sub Inc., the 80,000 shares of Series B Convertible Preferred Stock beneficially owned by a trust for the benefit of one of the Reporting Person's minor children were converted on a one-for-one basis into 80,000 shares of Series D Convertible Preferred Stock. ( 7 )Such 80,000 shares of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 17,687 shares of the Issuer's common stock (including 666 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) at the Conversion Ratio. ( 8 )In connection with the transactions contemplated by the Combination Agreement, the Reporting Person received 152,000 shares of Series D Convertible Preferred Stock. Such 152,000 shares of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 33,605 shares of the Issuer's common stock (including 1,265 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) at the Conversion Ratio. ( 9 )Common Units in AHH, the Issuer's operating subsidiary, owned by the Reporting Person. Common 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. The Common Units have no expiration date. ( 10 )Each Stock Unit entitles the Reporting Person to receive one share of the Issuer's common stock on the date (or dates) elected by the Reporting Person under the Ashford Inc. Amended and Restated Nonqualified Deferred Compensation Plan (originally adopted by Ashford Hospitality Trust, Inc., effective January 1, 2008) assumed by the Issuer, effective November 12, 2014.

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).

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