Sec Form 4 Filing - Bennett Monty J @ Ashford Inc. - 2019-11-06

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 Ashford Inc. [ AINC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Chairman of the Board (Last) (First) (Middle) 14185 DALLAS PARKWAY, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 11/06/2019 (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 18,816 ( 1 ) I By MJB Operating, LP Common Stock 118,290 ( 1 ) I By MJB Investments LP Common Stock 62,116 ( 1 ) I By Dartmore LP Common Stock 13,408 ( 1 ) I By Reserve, LP IV Common Stock 8,918 ( 1 ) I By Reserve, LP III Common Stock 10,597.5 ( 1 ) ( 2 ) I By Ashford Financial Corporation Common Stock 1,383 ( 1 ) 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 Series B Convertible Preferred Stock ( 3 ) $ 0.18 ( 3 ) 11/06/2019 D( 4 ) 3,720,000 ( 3 ) ( 3 ) Common Stock 664,285 ( 3 ) $ 0 0 I By MJB Investments LP Series B Convertible Preferred Stock ( 3 ) $ 0.18 ( 3 ) 11/06/2019 D( 6 ) 80,000 ( 3 ) ( 3 ) Common Stock 14,285 ( 3 ) $ 0 0 I By Trust ( 3 ) Series D Convertible Preferred Stock ( 5 ) $ 0.21 ( 5 ) 11/06/2019 A( 4 )( 5 ) 9,047,300 ( 5 ) ( 5 ) Common Stock 1,924,957 ( 5 ) $ 0 9,047,300 I By MJB Investments LP Series D Convertible Preferred Stock ( 6 ) $ 0.21 ( 6 ) 11/06/2019 A( 6 ) 80,000 ( 6 ) ( 6 ) Common Stock 17,021 ( 6 ) $ 0 80,000 I By Trust ( 6 ) Series D Convertible Preferred Stock ( 7 ) $ 0.21 ( 7 ) 11/06/2019 A( 7 ) 152,000 ( 7 ) ( 7 ) Common Stock 32,340 ( 7 ) $ 0 152,000 D Stock Options (right to purchase) $ 61.12 02/27/2022 02/27/2029 Common Stock 90,000 90,000 D Stock Options (right to purchase) $ 94.96 03/14/2021 03/14/2028 Common Stock 77,206 77,206 D Stock Options (right to purchase) $ 57.71 10/03/2020 10/03/2027 Common Stock 50,000 50,000 D Stock Options (right to purchase) $ 57.34 04/18/2020 04/18/2027 Common Stock 50,000 50,000 I By MJB Operating, LP Stock Options (right to purchase) $ 45.59 03/31/2019 03/31/2026 Common Stock 100,000 100,000 I By MJB Operating, LP Stock Options (right to purchase) $ 85.97 12/11/2017 12/11/2022 Common Stock 95,000 95,000 I By MJB Operating, LP Common Units ( 8 ) $ 0 ( 8 ) ( 8 ) ( 8 ) Common Stock ( 8 ) 143.04 143.04 I By MJB Operating, LP Common Units ( 8 ) $ 0 ( 8 ) ( 8 ) ( 8 ) Common Stock ( 8 ) 501.6 501.6 I By Dartmore LP Common Units ( 8 ) $ 0 ( 8 ) ( 8 ) ( 8 ) Common Stock ( 8 ) 35.91 35.91 I By MJB Investments LP Common Units ( 8 ) $ 0 ( 8 ) ( 8 ) ( 8 ) Common Stock ( 8 ) 109.24 109.24 I By Reserve, LP IV Common Units ( 8 ) $ 0 ( 8 ) ( 8 ) ( 8 ) Common Stock ( 8 ) 78.67 78.67 I By Reserve, LP III Common Units ( 8 ) $ 0 ( 8 ) ( 8 ) ( 8 ) Common Stock ( 8 ) 93.18 ( 2 ) 93.18 ( 2 ) I By Ashford Financial Corporation Stock Units under Deferred Compensation Plan ( 9 ) ( 9 ) ( 9 ) ( 9 ) Common Stock 195,579 195,579 ( 9 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bennett Monty J 14185 DALLAS PARKWAY SUITE 1100 DALLAS, TX75254 X X CEO and Chairman of the Board Signatures /s/ Monty J. Bennett 11/07/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects shares already reported as well as additional shares received in a distribution on November 5, 2019 of the Issuer's Common Stock by Ashford Hospitality Trust, Inc. and by Braemar Hotels & Resorts Inc., of which the Reporting Person is a shareholder, in the following amounts: MJB Operating LP, 4,662; MJB Investments LP, 2,813; Dartmore LP, 8,390; Reserve, LP IV, 1,806; Reserve, LP III, 1,155; Ashford Financial Corporation, 1,372.5, and 1,383 held directly by the Reporting Person. ( 2 )Reflects the Reporting Person's pecuniary interest in such securities held directly by Ashford Financial Corporation, of which the Reporting Person is a shareholder. The Reporting Person disclaims any beneficial interest in any other Common Units or any shares of the Issuer's common stock (or securities convertible into shares of the Issuer's common stock) held directly or indirectly by Ashford Financial Corporation. ( 3 )Reflects the earlier disposition of 200,000 shares of Series B Convertible Preferred Stock no longer beneficially owned by Reporting Person and 80,000 shares of Series B Convertible Preferred Stock transferred to a trust for the benefit of one of the Reporting Person's minor children. Such 3,720,000 shares and 80,000 shares of Series B Convertible Preferred Stock had no expiration date and were convertible at any time and from time to time, in full or partially, into 664,285 shares and 14,285 shares, respectively, of the Issuer's common stock at a conversion ratio equal to the liquidation preference of a share of Series B Convertible Preferred Stock, par value $25.00, divided by $140, subject to adjustment. ( 4 )In connection with the transactions contemplated by the Combination Agreement, dated May 31, 2019, as amended (the "Combination Agreement"), among the Issuer, the Reporting Person, Archie Bennett, Jr., Remington Holdings, L.P., Remington Holdings GP, LLC, Project Management LLC, MJB Investments, L.P., Jeremy Welter, James L. Cowen, Ashford Nevada Holding Corp. and Ashford Merger Sub Inc., the 3,720,000 shares of Series B Convertible Preferred Stock beneficially owned by the Reporting Person were converted on a one-for-one basis into 3,720,000 shares of Series D Convertible Preferred Stock, and the Reporting Person acquired an additional 5,327,300 shares of the Series D Convertible Preferred Stock as reported herein. ( 5 )Such 9,047,300 of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 1,924,957 shares of the Issuer's common stock at a conversation ratio equal to the liquidation preference of a share of Series D Convertible Preferred Stock, par value $25.00, divided by $117.50, subject to adjustment (the "Conversion Ratio"). ( 6 )In connection with the transactions contemplated by the Combination Agreement, the 80,000 shares of Series B Convertible Preferred Stock beneficially owned by a trust for the benefit of one of the Reporting Person's minor children were converted on a one-for-one basis into 80,000 shares of Series D Convertible Preferred Stock. Such 80,000 shares of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 17,021 shares of the Issuer's common stock at the Conversion Ratio. ( 7 )In connection with the transactions contemplated by the Combination Agreement, the Reporting Person received 152,000 shares of Series D Convertible Preferred Stock. Such 152,000 shares of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 32,340 shares of the Issuer's common stock at the Conversation Ratio. ( 8 )Common units ("Common Units") in Ashford Hospitality Advisors LLC, the Issuer's operating subsidiary, owned by the Reporting Person. Common 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 Units have no expiration date. ( 9 )Each Stock Unit entitles the Reporting Person to receive one share of the Issuer's common stock on the date (or dates) elected by the Reporting Person under the Ashford Inc. Amended and Restated Nonqualified Deferred Compensation Plan (originally adopted by Ashford Hospitality Trust, Inc., effective January 1, 2008) assumed by the Issuer, effective November 12, 2014.

Remarks: On November 6, 2019, the Issuer, Ashford Inc. (formerly Ashford Nevada Holding Corp.) became the successor issuer of OAINC II Inc. (formerly Ashford Inc.) under Rule 12g-3 of the Securities Exchange Act of 1934, as amended, pursuant to a merger. As a result of the merger, the state of incorporation of the company changed from Maryland to Nevada, and shares of common stock of the predecessor entity were exchanged on a one-for-one basis for shares of common stock of the Issuer.

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