Sec Form 4/A Filing - KESSLER DOUGLAS A @ Ashford Hospitality Prime, Inc. - 2016-10-13

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person KESSLER DOUGLAS A 2. Issuer Name and Ticker or Trading Symbol Ashford Hospitality Prime, Inc. [ AHP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) 14185 DALLAS PARKWAY, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 10/13/2016 (Street) DALLAS, TX75254 4. If Amendment, Date Original Filed (MM/DD/YY) 10/17/2016 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 Stock Units ( 1 ) $ 0 ( 1 ) 10/13/2016 A( 1 ) 68,598 ( 2 ) 12/31/2018 12/31/2018 Common Stock ( 1 ) 68,598 ( 2 ) $ 0 ( 1 ) 68,598 ( 2 ) D

Reporting Owners Reporting Owner Nam e / Address Relationships Director 10% Owner Officer Other KESSLER DOUGLAS A 14185 DALLAS PARKWAY SUITE 1100 DALLAS, TX75254 President Signatures /s/ DOUGLAS A. KESSLER 10/21/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Performance Stock Units granted to the Reporting Person under the Issuer's 2013 Equity Incentive Plan. Each Performance Stock Unit ("Performance Stock Unit") award represents the right, upon achievement of certain specified performance-based vesting criteria prior to the end of a specified performance period, to receive one (1) share of the Issuer's common stock. ( 2 )Represents the target share amount that may be issued pursuant to such award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 200% of the number of Performance Stock Units awarded, based on achievement of a specified relative total stockholder return, as determined by the compensation committee of the Board of Directors of the Issuer. Assuming continued service through the vesting date and achievement of the specified performance-based vesting criteria prior to the end of the specified performance period, the Performance Stock Units, as adjusted, will generally vest on December 31, 2017 (with respect to the 2015 grant) and December 31, 2018 (with respect to the 2016 grant - reported herein).

Remarks: This amendment is filed solely to correct the number of Performance Stock Units awarded on the date indicated. Consistent with guidance from the SEC, only the line item requiring amendment is included herein.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.