Sec Form 3 Filing - Ghassemieh Babak @ Braemar Hotels & Resorts Inc. - 2025-08-25

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Ghassemieh Babak
2. Issuer Name and Ticker or Trading Symbol
Braemar Hotels & Resorts Inc. [ BHR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
9255 SUNSET BLVD, SUITE UPPER PENTHOUSE
3. Date of Earliest Transaction (MM/DD/YY)
08/25/2025
(Street)
WEST HOLLYWOOD, CA90069
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 45,207 D
Common Stock 3,330 I By Spouse
Common Stock 200 I By Son
Common Stock 200 I By Daughter
Common Stock 25,000 I By Bob Ghassemieh 2021 Children's Trust ( 1 )
Common Stock 20,000 I By Lillian Ghassemieh 2021 Children's Trust ( 2 )
Common Stock 20,000 I By BL PCH LLC ( 3 )
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
Series B Preferred Stock $ 18.7 ( 4 ) ( 4 ) ( 4 ) Common Stock 2,005 ( 4 ) I By Spouse
Common Partnership Units $ 0 ( 5 ) ( 5 ) ( 5 ) Common Stock 2,500,000 ( 5 ) I By Morning View Hotels BH I, LLC ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ghassemieh Babak
9255 SUNSET BLVD
SUITE UPPER PENTHOUSE
WEST HOLLYWOOD, CA90069
X
Signatures
/s/ Babak Ghassemieh 09/04/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Babak (Bob) Ghassemieh is a trustee of the Bob Ghassemieh 2021 Children's Trust.
( 2 )Mr. Ghassemieh is a trustee of the Lillian Ghassemieh 2021 Children's Trust. Mr. Ghassemieh does not have a pecuniary interest in the securities held by the Lillian Ghassemieh 2021 Children's Trust.
( 3 )Shares of Common Stock owned directly by BL PCH LLC ("BL PCH"). As Manager of BL PCH, Mr. Ghassemieh may be deemed to beneficially own the shares of Common Stock owned directly by BL PCH. Mr. Ghassemieh disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
( 4 )The 5.50% Series B Cumulative Convertible Preferred Stock of the Issuer ("Series B Preferred Stock") is convertible at any time at a conversion price equal to the liquidation preference of a share of Series B Preferred Stock, $25.00 per share, divided by the conversion rate, 1.3372 (subject to adjustment). The Series B Preferred Stock does not have an expiration date.
( 5 )The Common Limited Partnership Units in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("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. The Common Partnership Units do not have an expiration date.
( 6 )Common Partnership Units owned directly by Morning View Hotels BH I, LLC ("Morning View Hotels"). As Manager of Morning View Hotels, Mr. Ghassemieh may be deemed to beneficially own the Common Partnership Units owned directly by Morning View Hotels. Mr. Ghassemieh disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

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