UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Ashford Hospitality Trust, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
044103109
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(CUSIP Number)
Montgomery J. Bennett
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254
(972) 490-9600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2008
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 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 purpose of Section 18
of the Securities Exchange Act of 1934 ("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 13D Page 2 of 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Montgomery J. Bennett
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS PF/OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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|
NUMBER OF |
|
SHARES |7 SOLE VOTING POWER 4,567,082
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BENEFICIALLY |
|
OWNED BY |8 SHARED VOTING POWER 0
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EACH |
|
REPORTING |9 SOLE DISPOSITIVE POWER 4,567,082
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PERSON |
|
WITH |10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,567,082
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 044103109 13D Page 3 of 6
Schedule 13D
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EXPLANATORY NOTE: As of December 31, 2008, the Reporting Person
owned approximately 5.1% of the issued and outstanding shares of
Common Stock. Such ownership position exceeded 5% of the total
issued and outstanding shares of Common Stock as a result of a
repurchase program instituted by the Issuer during 2008 which
reduced the total number of shares of Common Stock issued and
outstanding. Since the Reporting Person's holdings exceeded 5%
of the total issued and outstanding shares of Common Stock at
December 31, 2008, under Regulation 13d-1(d) the Reporting Person
is required to file with the Securities and Exchange Commission,
within 45 days of the end of the calendar year, a statement
containing the information required by Schedule 13G. As a result
of the Reporting Person's position as Chief Executive Officer of
the Issuer and a member of the Issuer's Board of Directors, the
Reporting Person has chosen to satisfy such filing requirement by
the submission of this Statement on Schedule 13D.
Item 1 Security and Issuer
-------------------
This Statement on Schedule 13D ("Statement") relates to the
common stock, par value $0.01 per share (the "Common Stock"), of
Ashford Hospitality Trust, Inc., a Maryland corporation (the
"Issuer") and is being filed by Montgomery J. Bennett (the
"Reporting Person"). The principal executive offices of the
Issuer are located at 14185 Dallas Parkway, Suite 1100, Dallas,
Texas 75254.
Item 2 Identity and Background
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(a) NAME. The name of the Reporting Person is Montgomery J.
Bennett.
(b) BUSINESS ADDRESS. The business address of the Reporting
Person is 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254.
(c) OCCUPATION AND EMPLOYMENT. The Reporting Person is
currently Chief Executive Officer of the Issuer.
(d) CRIMINAL PROCEEDINGS. During the last five years, the
Reporting Person has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) CIVIL PROCEEDINGS. During the last five years, the
Reporting Person has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a
result of which the Reporting Person was or is subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) CITIZENSHIP. The Reporting Person is a citizen of the
United States.
CUSIP NO. 044103109 13D Page 4 of 6
Item 3 Source and Amount of Funds or Other Consideration
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The holdings reported by the Reporting Person herein consist
of 1,298,554 shares of Common Stock held directly or indirectly
by the Reporting Person and 3,268,528 Units of limited
partnership interests ("Units," and together with the shares of
Common Stock held by the Reporting Person, the "Securities")) in
Ashford Hospitality Limited Partnership, the operating subsidiary
of the Issuer ("Partnership"). The Units are currently
convertible into cash or, at the option of the Issuer, shares of
Common Stock (currently on a 1-for-1 basis). The Securities
reported herein were acquired by the Reporting Person in business
transactions between the Issuer and the Reporting Person (or
entities affiliated with the Reporting Person), director stock
grants and personal funds.
Item 4 Purpose of Transaction
----------------------
The Reporting Person acquired the Securities for investment
purposes and not with a view toward or having the effect of
directing control over the Issuer. As a result of the Reporting
Person's position as Chief Executive Officer of the Issuer and a
member of the Issuer's Board of Directors, the Reporting Person
may effect a measure of control over the Issuer. The Reporting
Person will continue to evaluate his ownership and voting
position in the Issuer and may consider the following future
courses of action: (i) continuing to hold the Securities for
investment; (ii) converting, at the option of the Company, some
or all of the Units into shares of Common Stock, (iii) disposing
of all or a portion of the Securities in open market sales or in
privately-negotiated transactions; or (iv) acquiring additional
shares of the Securities in the open market or in privately-
negotiated transactions. The Reporting Person has not as yet
determined which of the courses of action specified in this
paragraph he may ultimately take. The Reporting Person's future
actions with regard to this investment are dependent on his
evaluation of a variety of circumstances affecting the Issuer in
the future, including the market price of the Common Stock, the
Issuer's business and the Reporting Person's investment
portfolio.
Other than as set forth above, the Reporting Person does not have
any plans or proposals that would result in any of the following:
(a) the acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) any change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change the
number or terms of Directors or to fill any existing vacancies on
the Board of Directors;
(e) any material change in the present capitalization or
dividend policy of the Issuer;
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
CUSIP NO. 044103109 13D Page 5 of 6
(h) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized
to be quoted in an interdealer quotation system of a registered
national securities association;
(i) causing a class of equity securities of the Issuer to become
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; or
(j) any action similar to any of those enumerated above.
Item 5 Interest in Securities of the Issuer
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(a) AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES. The
Reporting Person beneficially owns an aggregate of 4,567,082
shares of Common Stock (which includes 3,268,528 Units that are
presently convertible, at the option of the Issuer, into shares
of Common Stock), representing approximately 5.1% of the Issuer's
outstanding Common Stock. [FN-1]
(b) POWER TO VOTE AND DISPOSE. The Reporting Person has the
sole voting and dispositive power over the Securities identified
in response to Item 5(a) above; provided, however, the Units may
only be converted into shares of Common Stock at the option of
the Issuer.
(c) TRANSACTIONS WITHIN THE PAST 60 DAYS. The Reporting Person
has not effected any transactions in Securities within the 60-day
period immediately preceding the date hereof:
(d) CERTAIN RIGHTS OF OTHER PERSONS. Not applicable.
(e) DATE CASED TO BE A 5% OWNER. Not applicable.
Item 6 Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the Issuer
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Not applicable.
Item 7 Material to be filed as Exhibits
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None.
[FN-1] In addition to the Securities, the Reporting Person
also directly holds 281,100 special long-term incentive
partnership units ("LTIP Units") in the Partnership (of
which 28,110 are currently vested but have not reached
economic parity with the Units). The LTIP Units are not
currently convertible into shares of Common Stock;
however, upon achieving economic parity with the Units,
the LTIP Units may be converted into Units, which would
then be convertible into cash or, at the option of the
Issuer, shares of Common Stock.
CUSIP NO. 044103109 13D Page 6 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this
statement is true, complete and correct.
Date: February 13, 2009
/s/ MONTGOMERY J. BENNETT
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Montgomery J. Bennett