Sec Form 4/A Filing - Welter Jeremy @ ASHFORD HOSPITALITY TRUST INC - 2016-03-31

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 ASHFORD HOSPITALITY TRUST INC [ AHT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive VP - Asset Mgmt (Last) (First) (Middle) 14185 DALLAS PARKWAY, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2016 (Street) DALLAS, TX75254 4. If Amendment, Date Original Filed (MM/DD/YY) 04/04/2016 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

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 Performance LTIP Units ( 1 ) $ 0 ( 1 ) 03/31/2016 A 170,854 ( 2 ) 03/31/2019 03/31/2026 Common Stock ( 2 ) 170,854 ( 2 ) ( 4 ) $ 0 ( 3 ) 170,854 ( 2 ) ( 4 ) D Special Limited Partnership Units ( 4 ) $ 0 ( 4 ) 03/31/2016 A 85,428 ( 4 ) ( 5 ) ( 6 ) Common Stock ( 4 ) ( 4 ) $ 0.05 ( 3 ) ( 7 ) 470,084 ( 8 ) D Common Limited Partnership Units ( 9 ) $ 0 ( 9 ) ( 8 ) ( 6 ) Common Stock ( 9 ) ( 9 ) 150,000 ( 9 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Welter Jeremy 14185 DALLAS PARKWAY SUITE 1100 DALLAS, TX75254 Executive VP - Asset Mgmt Signatures /s/ JEREMY WELTER 04/08/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit (as defined below) subject to performance-based vesting criteria. ( 2 )Represents LTIP Units issued pursuant to an award of Performance LTIP Units, which is 200% of the target number of 85,427. The actual number of Performance LTIP Units that may vest ranges from 0%-200% of the target number based on achievement of a specified relative total stockholder return ("TSR"), determined by Compensation Committee of the Issuer. Assuming continued service and achievement of the specified TSR, the Performance LTIP Units will vest on 3/31/2019. Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units of the Subsidiary ("Common Units"), are convertible into Common Units at the option of 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 based on a conversion ratio described in the partnership agreement of Subsidiary, which, on 3/31/2016, was 0.9543908329 shares of common stock for each Common Unit. ( 3 )The Reporting Person received the awards under the Issuer's 2011 Stock Incentive Plan. ( 4 )Special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Units, are convertible into Common Units at the option of 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 based on a conversion ratio described in the partnership agreement of Subsidiary, which, on March 31, 2016, was 0.9543908329 shares of the Issuer's common stock for each Common Unit. ( 5 )These LTIP Units vest and are convertible in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant. ( 6 )Neither the LTIP Units nor the Common Units have an expiration date. ( 7 )Per LTIP Unit purchase price. ( 8 )Includes LTIP Units previously reported by, the Reporting Person having different grant and vesting dates, some of which (i) may have achieved parity with the Common Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein for reporting purposes. ( 9 )Common Units currently held by the Reporting Person, some of which may have been converted from LTIPs 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 based on a conversion ratio described in the partnership agreement of Subsidiary, which, on March 31, 2016, was 0.9543908329 shares of the Issuer's common stock for each Common Unit.

Remarks: This Amendment to Form 4 is being filed solely to reflect the maximum number of Performance LTIP Units issued to the Reporting Person pursuant to the reported award. Because of the relation of the explanatory footnotes to the reported transactions and the holdings reflected, the Reporting Person has chosen to include all of the entries previously included in the original Form 4 filing instead of just the line item being amended.

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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