Sec Form 4 Filing - Bennett Monty J @ Braemar Hotels & Resorts Inc. - 2021-03-15

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 Bennett Monty J 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) 14185 DALLAS PARKWAY, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 03/15/2021 (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 134,103 D Common Stock 216,891 I By MJB Investments, LP Common Stock 17,828 I By Reserve, LP IV Common Stock 86,329 I By Dartmore, LP

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 LTIP Units ( 1 ) $ 0 ( 1 ) 03/15/2021 A( 2 ) 127,071 ( 3 ) ( 4 ) Common Stock 127,071 ( 1 ) $ 0 ( 2 ) 201,164 ( 5 ) D LTIP Units ( 1 ) $ 0 ( 1 ) ( 3 ) ( 4 ) Common Stock 95,430 ( 1 ) 95,430 ( 5 ) I By MJB Operating, LP Performance Stock Units (2020) ( 6 ) $ 0 ( 6 ) 12/31/2022 12/31/2022 Common Stock 70,000 ( 5 ) 70,000 ( 5 ) D Performance Stock Units (2019) ( 6 ) $ 0 ( 6 ) 12/31/2021 12/31/2021 Common Stock 64,103 ( 7 ) 64,103 ( 7 ) D Common Partnership Units ( 8 ) $ 0 ( 8 ) ( 8 ) ( 4 ) Common Stock 296,040.3 ( 8 ) 296,040.3 ( 9 ) I By MJB Operating, LP Common Partnership Units ( 8 ) $ 0 ( 8 ) ( 8 ) ( 4 ) Common Stock 664,012.7 ( 8 ) 664,012.7 ( 9 ) I By Dartmore, LP Common Partnership Units ( 8 ) $ 0 ( 8 ) ( 8 ) ( 4 ) Common Stock 123,477.15 ( 8 ) 123,477.15 ( 9 ) ( 10 ) I By Ashford Financial Corporation ( 10 ) Common Partnership Units ( 8 ) $ 0 ( 8 ) ( 8 ) ( 4 ) Common Stock 46,364.7 ( 8 ) 46,364.7 ( 9 ) I By MJB Investments, LP Common Partnership Units ( 8 ) $ 0 ( 8 ) ( 8 ) ( 4 ) Common Stock 143,924.9 ( 8 ) 143,924.9 ( 9 ) I By Reserve, LP IV Common Partnership Units ( 8 ) $ 0 ( 8 ) ( 8 ) ( 4 ) Common Stock 103,911.2 ( 8 ) 103,911.2 ( 9 ) I By Reserve, LP III

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bennett Monty J 14185 DALLAS PARKWAY, SUITE 1100 DALLAS, TX75254 X Signatures /s/ Monty J. Bennett 03/17/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Partnership Units (as defined below) are convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 10 discussing convertibility of Common Partnership Units. ( 2 )The Reporting Person received the LTIP Units award reported herein under the Issuer's Second Amended and Restated 2013 Equity Incentive Plan. ( 3 )The LTIP Units reported herein vest and are convertible in three (3) equal installments over a three (3) year term from the date of the award. See Footnote 1 discussing the convertibility of vested LTIP Units. ( 4 )Neither the Common Partnership Units nor vested LTIP Units (including any LTIP Units awarded upon achievement of the specified performance criteria relating to vested Performance LTIP Units) have an expiration date. ( 5 )Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Partnership Units, (ii) have not yet achieved parity with the Common Partnership Units, (iii) are currently vested or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes. See Footnote 1 discussing convertibility of LTIP Units and Footnote 10 discussing convertibility of Common Partnership Units. ( 6 )Each Performance Stock Unit ("Performance Stock Unit") award represents the right, upon achievement of certain specified performance-based vesting criteria, to receive up to two (2) shares of the Issuer's common stock. ( 7 )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 specified relative total stockholder returns. Assuming continued service through the vesting date and achievement of the specified performance-based vesting criteria, the Performance Stock Units, as adjusted, will generally vest on December 31, 2021 (with respect to the 2019 grant) and December 31, 2022 (with respect to the 2020 grant). One-third of the Performance Stock Units granted in 2020 were eligible to vest (at up to 200% of target) based on performance during the first year of the performance period. ( 8 )Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"). 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. ( 9 )Reflects the aggregate number of Common Partnership Units currently held directly or indirectly, as noted, by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 10 discussing the convertibility of the Common Partnership Units. ( 10 )The Common Partnership Units reflected as beneficially owned indirectly through Ashford Financial Corporation reflect only the Reporting Person's pecuniary interest in all Common Partnership Units owned by such entity. The Reporting Person hereby disclaims interest in all other securities of the Issuer or the Subsidiary owned directly by such entity.

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