Sec Form 4 Filing - BENNETT ARCHIE JR @ 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 ARCHIE JR 2. Issuer Name and Ticker or Trading Symbol Ashford Inc. [ AINC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 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) 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 46,380 ( 1 ) D Common Stock 62,116 ( 1 ) I By 1080 Partners, LP Common Stock 10,597.5 ( 1 ) ( 2 ) I By Ashford Financial Corporation

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 H( 3 )( 4 ) 3,720,000 ( 3 ) ( 3 ) Common Stock 664,285.7 ( 3 ) $ 0 ( 3 ) 0 D Series D Convertible Preferred Stock ( 4 ) $ 0.21 ( 4 ) 11/06/2019 P( 3 )( 4 ) 9,199,300 ( 4 ) ( 4 ) Common Stock 1,957,297.9 ( 4 ) $ 0 ( 4 ) 9,199,300 D Series B Convertible Preferred Stock ( 5 ) $ 0.18 ( 5 ) 11/06/2019 H( 6 ) 40,000 ( 5 ) ( 5 ) Common Stock 7,142.9 ( 5 ) $ 0 ( 5 ) 0 I By Trusts ( 5 ) Series D Convertible Preferred Stock ( 6 ) $ 0.21 ( 6 ) 11/06/2019 P( 6 ) 40,000 ( 6 ) ( 6 ) Common Stock 8,510.6 ( 6 ) $ 0 ( 6 ) 40,000 I By Trusts ( 6 ) Series B Convertible Preferred Stock ( 5 ) $ 0.18 ( 5 ) 11/06/2019 H( 6 ) 40,000 ( 5 ) ( 5 ) Common Stock 7,142.9 ( 5 ) $ 0 ( 5 ) 0 I By Trusts ( 5 ) Series D Convertible Preferred Stock ( 6 ) $ 0.21 ( 6 ) 11/06/2019 P( 6 ) 40,000 ( 6 ) ( 6 ) Common Stock 8,510.6 ( 6 ) $ 0 ( 6 ) 40,000 I By Trusts ( 6 ) Stock Units under Deferred Compensation Plan ( 7 ) ( 7 ) ( 7 ) Common Stock 5,657 5,657 D Common Units ( 8 ) $ 0 ( 8 ) ( 8 ) ( 8 ) Common Stock 152.7 152.7 D Common Units ( 8 ) $ 0 ( 8 ) ( 8 ) ( 8 ) Common Stock 501.6 501.6 I By 1080 Partners, LP Common Units ( 8 ) $ 0 ( 8 ) ( 8 ) ( 8 ) Common Stock 93.18 ( 2 ) 93.18 ( 2 ) I By Ashford Financial Corporation

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BENNETT ARCHIE JR 14185 DALLAS PARKWAY SUITE 1100 DALLAS, TX75254 X Signatures /s/ Archie Bennett, Jr. 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: 5,759 held by the Reporting Person directly; 1080 Partners LP, 8,390; and Ashford Financial Corporation, 1,372.5. ( 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 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 )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, Monty Bennett, 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 exchanged on a one-for-one basis into 3,720,000 shares of Series D Convertible Preferred Stock, and the Reporting Person acquired an additional 5,479,300 shares of the Series D Convertible Preferred Stock as reported herein. ( 4 )Such 9,199,300 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 1,957,297.9 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"). ( 5 )The Series B Convertible Preferred Stock listed here were held in two separate trusts, each of which held 40,000 shares of Series B Convertible Preferred Stock. In each case, such 40,000 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 7,142.9 shares 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. ( 6 )In connection with the transactions contemplated by the Combination Agreement, the shares of Series B Convertible Preferred Stock held by each trust were converted on a one-for-one basis into shares of Series D Convertible Preferred Stock. In each case, such 40,000 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 8,510.6 shares of the Issuer's common stock at the Conversion Ratio. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person herein states that this filing shall not be deemed an admission that he is the beneficial owner of any such interests, and disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest therein. ( 7 )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 Ashford Inc., effective November 12, 2014. ( 8 )The common units ("Common Units") in Ashford Hospitality Advisors LLC, the Issuer's operating subsidiary, owned by the Reporting Person 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.

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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