Sec Form 4 Filing - Bennett Monty J @ Ashford Inc. - 2021-09-10

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 1200 3. Date of Earliest Transaction (MM/DD/YY) 09/10/2021 (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 253,350 D Common Stock 18,816 I By MJB Operating, LP Common Stock 118,290 I By MJB Investments LP Common Stock 62,116 I By Dartmore LP Common Stock 13,408 I By Reserve, LP IV Common Stock 8,918 I By Reserve, LP III Common Stock 10,597.5 ( 1 ) 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 Class 2 LTIP Units $ 57.71 09/10/2021 A( 2 )( 3 ) 50,000 10/03/2020 10/03/2027 Common Stock 50,000 $ 0 ( 2 ) ( 3 ) 50,000 D Class 2 LTIP Units $ 57.34 09/10/2021 A( 2 )( 3 ) 50,000 04/18/2020 04/18/2027 Common Stock 50,000 $ 0 ( 2 ) ( 3 ) 50,000 D Class 2 LTIP Units $ 45.59 09/10/2021 A( 2 )( 3 ) 100,000 03/31/2019 03/31/2026 Common Stock 100,000 $ 0 ( 2 ) ( 3 ) 100,000 D Stock Options (right to purchase) $ 57.71 09/10/2021 D( 4 ) 50,000 10/03/2020 10/03/2027 Common Stock 50,000 $ 0 ( 4 ) 0 D Stock Options (right to purchase) $ 57.34 09/10/2021 D( 4 ) 50,000 04/18/2020 04/18/2027 Common Stock 50,000 $ 0 ( 4 ) 0 I By MJB Operating, LP Stock Options (right to purchase) $ 45.59 09/10/2021 D( 4 ) 100,000 03/31/2019 03/31/2026 Common Stock 100,000 $ 0 ( 4 ) 0 I By MJB Operating, LP 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) $ 85.97 12/11/2017 12/11/2022 Common Stock 95,000 95,000 I By MJB Operating, LP Series D Convertible Preferred Stock ( 5 ) $ 0.21 ( 5 ) ( 5 ) ( 5 ) Common Stock 1,924,957 ( 5 ) 9,047,300 I By MJB Investments LP Series D Convertible Preferred Stock ( 6 ) $ 0.21 ( 6 ) ( 6 ) ( 6 ) Common Stock 17,021 ( 6 ) 80,000 I By Trust ( 6 ) Series D Convertible Preferred Stock ( 7 ) $ 0.21 ( 7 ) ( 7 ) ( 7 ) Common Stock 32,340 ( 7 ) 152,000 D 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 ( 1 ) 93.18 ( 1 ) 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 1200 DALLAS, TX75254 X X CEO and Chairman of the Board Signatures /s/ Monty J. Bennett 09/14/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 (as defined below) 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. ( 2 )This Class 2 Long-Term Incentive Partnership Unit ("LTIP 2") in the Issuer's subsidiary operating partnership, Ashford Hospitality Holdings LLC ("AHH"), was granted to the Reporting Person under the Issuer's 2014 Incentive Plan, as amended, as a substitute award for the corresponding stock option voluntarily forfeited by the Reporting Person, as described herein. The LTIP 2s vest on the same schedule as the applicable forfeited option and are intended to replicate the economics of each such option; therefore, each vested LTIP 2 can convert into a number of LTIPs in AHH based on the appreciation in a share of the Issuer's common stock over the initial exercise price of the applicable forfeited option, but a vested LTIP 2 may only be so converted prior to the final conversion date of such LTIP 2 (which is the same as the expiration date of the applicable forfeited option). ( 3 )LTIPs, upon achieving parity with common limited partnership units of AHH, are in turn convertible into common limited partnership units of AHH, which are themselves 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. ( 4 )This stock option was voluntarily forfeited by the Reporting Person in exchange for a long-term incentive partnership unit ("LTIP") in the Issuer's subsidiary operating partnership, granted under the Issuer's 2014 Incentive Plan, as amended. ( 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 conversion 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 Conversion 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.

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