n1125141sc13g.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
 
 
Ashford Hospitality Trust, Inc.
 
(Name of Issuer)

Common Stock, par value $0.01 per share
 
(Title of Class of Securities)

044103109
 
(CUSIP Number)


November 18, 2014
 
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
¨
Rule 13d-1(b)
     
 
x
Rule 13d-1(c)
     
 
¨
Rule 13d-1(d)

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
  
 
 
 
 
CUSIP NO.:  044103109
 
 
(1) NAME OF REPORTING PERSON:  HG Vora Special Opportunities Master Fund, Ltd.
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)           ¨
 
(b)           ¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION:  Cayman Islands
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
 
(5)
SOLE VOTING POWER:  0
 
(6)
SHARED VOTING POWER:  4,500,000
 
(7)
SOLE DISPOSITIVE POWER:  0
 
(8)
SHARED DISPOSITIVE POWER:  4,500,000
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,500,000
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
 
(11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):  5.0%
 
(12)
TYPE OF REPORTING PERSON:  OO (Cayman Islands exempted company)
 
 
Page 2 of 10
 
 
CUSIP NO.:  044103109
 
 
(1)   NAME OF REPORTING PERSON:  HG Vora Capital Management, LLC
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)           ¨
 
(b)           ¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION:  Delaware
 

 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
 
(5)
SOLE VOTING POWER:  0
 
(6)
SHARED VOTING POWER:  4,500,000
 
(7)
SOLE DISPOSITIVE POWER:  0
 
(8)
SHARED DISPOSITIVE POWER:  4,500,000
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  4,500,000
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
 
(11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):  5.0%
 
(12)
TYPE OF REPORTING PERSON:  PN
 
 
Page 3 of 10
 
 
CUSIP NO.:  044103109
 
 
(1) NAME OF REPORTING PERSON:  Parag Vora
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)           ¨
 
(b)           ¨
 
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION:  USA
 

 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
 
(5)
SOLE VOTING POWER:  0
 
(6)
SHARED VOTING POWER:  4,500,000
 
(7)
SOLE DISPOSITIVE POWER:  0
 
(8)
SHARED DISPOSITIVE POWER:  4,500,000
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  4,500,000
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
 
(11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):  5.0%
 
(12)
TYPE OF REPORTING PERSON:  IN
 
 
Page 4 of 10
 
 
Item 1.
(a)
Name of Issuer
                                      
   
Ashford Hospitality Trust, Inc. (the “Issuer”)
     
 
(b)
Address of principal executive offices
     
   
14185 Dallas Parkway, Suite 1100
   
Dallas, TX  75254
     
Item 2. (a) Name of Person Filing
                 
   
This statement is filed by:
       
    (i)  HG Vora Special Opportunities Master Fund, Ltd., a Cayman Islands exempted company (the “Fund”);
       
    (ii) HG Vora Capital Management, LLC, a Delaware limited liability company (the “Investment Manager”); and
       
    (iii) Parag Vora, an individual (“Mr. Vora”).
       
The foregoing persons hereinafter sometimes are collectively referred to as the “Reporting Persons”.  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.  The Reporting Persons’ agreement in writing to file this statement on behalf of each of them is attached as Exhibit 1 hereto.
       
  (b)  Address of principal executive offices
       
The business office address of the Fund is Queensgate House, South Church Street, Grand Cayman, KY1-1108, Cayman Islands, and the business office address of the Investment Manager and Mr. Vora is 330 Madison Avenue, 23rd Floor, New York, NY 10017.
       
  (c) Citizenship
       
The Fund is a Cayman Islands exempted company, the Investment Manager is a Delaware limited liability company, and Mr. Vora is a United States citizen.
       
  (d) Title of Class of Securities
       
    Common Stock, $0.01 par value per share (the “Common Stock”).
       
  (e) CUSIP Number
       
   
044103109
       
 Item 3. Not applicable.
 
 
Page 5 of 10
 
 
Item 4. Ownership.
                                                  
  A. HG Vora Special Opportunities Master Fund, Ltd.
       
  (a)  Amount beneficially owned:
       
   
As of November 24, 2014, directly owned:  4,500,000 shares of Common Stock.
       
  (b)  Percent of class:
       
5.0%.  The percentages used herein and in the balance of this Item 4 are rounded to the nearest tenth and based on 89,444,134 shares of the Issuer’s Common Stock outstanding as of November 5, 2014 according to the Issuer’s Form 10-Q filed on November 7, 2014.
       
  (c) Number of shares as to which the person has:
       
    (i) Sole power to vote or to direct the vote:  0
       
    (ii) Shared power to vote or to direct the vote:  4,500,000
       
    (iii) Sole power to dispose or to direct the disposition of:  0
       
    (iv) Shared power to dispose or to direct the disposition of:  4,500,000
       
  B. HG Vora Capital Management, LLC
       
  (a) Amount beneficially owned:
       
As of November 24, 2014, may be deemed to have beneficially owned:  4,500,000 shares of Common Stock.
       
  (b)  Percent of class:
       
   
5.0%.
  
       
  (c) Number of shares as to which the person has:
       
    (i) Sole power to vote or to direct the vote:  0
       
    (ii) Shared power to vote or to direct the vote:  4,500,000
       
    (iii)  Sole power to dispose or to direct the disposition of:  0
       
    (iv) Shared power to dispose or to direct the disposition of:  4,500,000
 
 
Page 6 of 10
 
 
                         C. Parag Vora
                           
  (a)  Amount beneficially owned:
       
As of November 24, 2014, may be deemed to have beneficially owned:  4,500,000 shares of Common Stock.
       
  (b) Percent of class:
       
   
5.0%.
  
       
  (c)  Number of shares as to which the person has:
       
    (i) Sole power to vote or to direct the vote:  0
       
    (ii)  Shared power to vote or to direct the vote: 4,500,000
       
    (iii)   Sole power to dispose or to direct the disposition of:  0
       
    (iv) Shared power to dispose or to direct the disposition of:  4,500,000
       
Item 5.  Ownership of Five Percent or Less of a Class.
       
If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
       
Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
       
 
Not applicable.
       
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
       
 
Not applicable.
       
Item 8.
Identification and Classification of Members of the Group.
       
 
Not applicable.
       
Item 9.
Notice of Dissolution of Group.
       
 
Not applicable.
 
 
Page 7 of 10
 
 
Item 10. Certification.
                                                                            
 
Each of the Reporting Persons hereby makes the following certification:
       
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
      
 

 

 
Page 8 of 10
 
 
SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
November 24, 2014

 
 
HG VORA SPECIAL OPPORTUNITIES MASTER
FUND, LTD.
  
       
 
By:
/s/    Parag Vora  
  Name:          Parag Vora  
  Title:          Director  
 
 
 
HG VORA CAPITAL MANAGEMENT, LLC
  
       
 
By:
/s/    Parag Vora  
  Name:         Parag Vora  
  Title:          Managing Member  
 
 
 
PARAG VORA
  
       
  /s/    Parag Vora  
 
Parag Vora
  
       

 
Page 9 of 10
 
                   
Exhibit 1

The undersigned parties hereby agree that the Schedule 13G filed herewith (and any amendments thereto) relating to the Common Stock of Ashford Hospitality Trust, Inc., is being filed jointly on behalf of each of them with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended.
 

 
HG VORA SPECIAL OPPORTUNITIES MASTER
FUND, LTD.
  
       
 
By:
/s/    Parag Vora  
  Name:          Parag Vora  
  Title:         Director  
 
 
 
HG VORA CAPITAL MANAGEMENT, LLC
  
       
 
By:
/s/    Parag Vora  
  Name:          Parag Vora  
  Title:         Managing Member  
 
 
 
PARAG VORA
  
       
  /s/    Parag Vora  
 
Parag Vora
  
 
 
 
Page 10 of 10