Sec Form 4 Filing - KESSLER DOUGLAS A @ Ashford Hospitality Prime, Inc. - 2015-07-17

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 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) X __ 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) 07/17/2015 (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 ( 1 ) 07/17/2015 S 5,000 D $ 15.4985 ( 2 ) 52,461 ( 3 ) D Common Stock ( 1 ) 07/20/2015 A 70,000 A $ 0 ( 4 ) 122,461 ( 3 ) 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 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 ( 5 ) 12/31/2017 12/31/2017 Common Stock or LTIP Units ( 5 ) 54,768 ( 6 ) 54,768 D Common Partnership Units $ 0 07/20/2015 D 70,000 ( 7 ) ( 7 ) Common Stock ( 7 ) 171,220 ( 8 ) $ 0 ( 8 ) 171,220 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KESSLER DOUGLAS A 14185 DALLAS PARKWAY, SUITE 1100 DALLAS, TX75254 X President Signatures /s/ Douglas A. Kessler 07/21/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 20, 2014. ( 2 )Reflects the weighted average sales price for the reported transactions. The Reporting Person, pursuant to the Rule 10b5-1 trading plan noted in Footnote (1) above, sold an aggregate of 5,000 shares of common stock of Ashford Hospitality Prime, Inc. ("Ashford Prime") in 39 separate transactions at prices ranging from $15.4300 to $15.5500. The Reporting Person will provide the SEC staff, Ashford Prime, or a security holder of Ashford Prime, upon request for same, with the full information regarding the number of shares sold at each separate price. ( 3 )Includes shares issued to the Reporting Person in connection with the spin-off (the "Spin-Off") of Ashford Prime from Ashford Hospitality Trust, Inc. ("Ashford Trust") on November 19, 2013, pursuant to which the Reporting Person received one share of Ashford Prime common stock for every five shares of Ashford Trust common stock held on the record date, November 8, 2013. ( 4 )Represents shares of common stock of Ashford Prime issued in connection with the Reporting Person's redemption of common partnership units of Ashford Hospitality Prime Limited Partnership ("Prime OP"), Ashford Prime's operating partnership, pursuant to the 10b5-1 trading plan noted in Footnote (1) above. The common partnership units were redeemable at the option of Ashford Prime for shares of common stock on a 1-for-1 basis. ( 5 )Reflects a performance stock unit ("Performance Stock Unit") award, which represents a right to receive one share of common stock of Ashford Prime or one long-term incentive partnership unit in Prime OP, at the Reporting Person's election if and when the applicable vesting criteria have been achieved. ( 6 )Represents the target share amount that may be issued pursuant to an award of Performance Stock Units. The actual number of Performance Stock Units 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 Ashford Prime. Assuming continued service through the vesting date and achievement of the specified relative total stockholder return, the Performance Stock Units, as adjusted, will generally vest on December 31, 2017. ( 7 )Reflects common units issued to the Reporting Person in connection with Ashford Prime's Spin-Off from Ashford Trust on November 19, 2013. Beginning one year from the issuance date, such common units are redeemable by the Reporting Person for cash, or at the option of Ashford Prime, shares of Ashford Prime's common stock on a 1-for-1 basis. The common units do not expire. ( 8 )See Footnote 3.

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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