Sec Form 4 Filing - KESSLER DOUGLAS A @ Ashford Hospitality Prime, Inc. - 2015-07-27

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) 07/27/2015 (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 07/27/2015 J( 1 ) 19,874 A $ 0 103,735 ( 2 ) 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 ( 3 ) 12/31/2017 12/31/2017 Common Stock or LTIP Units ( 3 ) 54,768 ( 4 ) 54,768 D Common Partnership Units $ 0 07/27/2015 J( 5 ) 49,366.8 ( 6 ) ( 6 ) Common Stock ( 6 ) 49,366.8 ( 6 ) $ 0 ( 5 ) 220,586.8 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 07/29/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction reported on this Form 4 reflects a pro rata distribution from Ashford Hospitality Trust, Inc. ("Ashford Trust") of shares of common stock of Ashford Hospitality Prime, Inc. ("Ashford Prime") to the common stock holders of Ashford Trust. ( 2 )Includes shares issued to the Reporting Person in connection with the spin-off (the "Spin-Off") of Ashford Prime from 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. ( 3 )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 Ashford Prime's operating partnership, Ashford Hospitality Prime Limited Partnership ("Ashford Prime OP"), at the Reporting Person's election if and when the applicable vesting criteria have been achieved. ( 4 )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. ( 5 )The transaction reported on this Form 4 reflects a pro rata distribution from Ashford Trust of Common Partnership Units in Ashford Prime OP to the limited partners of Ashford Hospitality Limited Partnership, Ashford Trust's operating partnership. ( 6 )Also includes Common Partnership 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 Partnership 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 Partnership Units do not expire.

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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