exv4w2



 





Exhibit 4.2




			
	 	 	 
	PREFERRED STOCK
	 	PREFERRED STOCK
	 
	 	CUSIP 044103208






SEE REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS




ASHFORD HOSPITALITY TRUST, INC.




	 	 	 
	THIS CERTIFIES THAT	 	 
	 

	 	 




is the owner of                                                                       
      



FULLY PAID AND NONASSESSABLE SHARES OF 8.45% SERIES D CUMULATIVE PREFERRED STOCK, LIQUIDATION
PREFERENCE $25.00 PER SHARE, $.01 PAR VALUE PER SHARE, OF




ASHFORD HOSPITALITY TRUST, INC.



(the “Corporation”), transferable on the books of the Corporation by the registered holder hereof
in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.
This Certificate and the shares represented hereby are issued and shall be held subject to all of
the provisions of the charter of the Corporation (the “Charter”) and the Bylaws of the Corporation
and any amendments thereto. This Certificate is not valid unless countersigned and registered by
the Registrar.




Dated:                     




	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 
	          Secretary

	 	 
	 	          President
	 	 





Countersigned and Registered:



Computershare Trust Company, N.A.

Transfer Agent And Registrar




ASHFORD HOSPITALITY TRUST, INC.




MARYLAND




 





 









 





ASHFORD HOSPITALITY TRUST, INC.




     The Corporation is authorized to issue Common Stock, par value $.01 per share, and
Preferred Stock, par value $.01 per share.



     The following abbreviations, when used in the inscription on the face of this Certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 	 	 	 	 
	TEN COM 

TEN ENT 

JT TEN

	 	-as tenants in common

-as tenants by the entireties

-as joint tenants with right
of survivorship 
and not as
tenants in common
	 	UNIF GIFT MIN ACT-
	 	              Custodian              

(Cust)                           (Minor) 

under Uniform Gifts to Minors 

Act of                         

               
(State)
	 
	 	 	 	 	 	 
	 	 	Additional abbreviations may also be used though not in the above list.





For Value Received,                      hereby sell, assign and transfer unto




PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE




	 	 	 	 	 
	 	 
	 	 	 
	 	 	 	 	 





 
 (Please Print or Typewrite Name and Address Including Zip Code, of Assignee)




 





 





 




Shares of the Capital Stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint



                                                                                                            Attorney to transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises.




	 	 	 	 	 	 	 	 	 
	Dated:

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	X	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	X	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S)
AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
	 






	 	 	 	 	 
	Signature(s) Guaranteed

 	 	 
	By  	 	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15 	 	 



 









 






	 	 	 	 	 




     The shares of Capital Stock represented by this certificate are subject to restrictions
on Beneficial Ownership and Constructive Ownership and Transfer primarily for the purpose of the
Corporation’s maintenance of its status as a real estate investment trust (a “REIT”) under the
Internal Revenue Code of 1986, as amended (the “Code”). Except as expressly provided in the
Corporation’s Charter, (i) no Person may Beneficially Own or Constructively Own shares of Common
Stock of the Corporation in excess of 9.8 percent (in value or number of shares, whichever is more
restrictive) of the outstanding Common Stock of the Corporation unless such Person is an Excepted
Holder (in which case the Excepted Holder Limit shall be applicable); (ii) with respect to any
class or series of shares of Capital Stock other than Common Stock, no Person may Beneficially Own
or Constructively Own more than 9.8 percent (in value or number of shares, whichever is more
restrictive) of the outstanding shares of such class or series of such stock of the Corporation
(collectively, (i) and (ii) are referred to herein as the “Ownership Limit”), unless such Person is
an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person
may Beneficially Own or Constructively Own shares of Capital Stock that would result in the
Corporation being “closely held” under Section 856(h) of the Code, would cause either the
Corporation to be considered to constructively own after application of the constructive ownership
rules of Section 856(d)(5) of the Code an interest in a tenant that is described in Section
856(d)(2)(B) of the Code for purposes of applying Section 856(c) of the Code or Ashford Hospitality
Limited Partnership (or any successor thereto) to be considered to constructively own after
application of the constructive ownership rules of Section 856(d)(5) of the Code, as modified by
the rules of Section 7704(d) of the Code, an interest in a tenant that is described in Section
856(d)(2)(B) of the Code for purposes of applying Section 7704(d) of the Code, or otherwise would
cause the Corporation to fail to qualify as a REIT under the Code; and (iv) no Person may Transfer
shares of Capital Stock if such Transfer would result in shares of Capital Stock of the Corporation
being owned by fewer than 100 Persons. An “Excepted Holder” means a stockholder of the Corporation
for whom an Excepted Holder Limit is created by the Board of Directors. Any Person who
Beneficially Owns or Constructively Owns or attempts to Beneficially Own or Constructively Own
shares of Capital Stock which cause or will cause a Person to Beneficially Own or Constructively
Own shares of Capital Stock in excess or in violation of the above limitations must immediately
notify the Corporation. If any of the restrictions on Transfer are violated, the shares of
Capital Stock represented hereby will be automatically transferred to a Charitable Trustee of a
Charitable Trust for the benefit (except as otherwise provided in the Charter of the Corporation)
of one or more Charitable Beneficiaries. In addition, upon the occurrence of certain events,
attempted Transfers in violation of the restrictions described above may be void ab initio. A
Person who attempts to Beneficially Own or Constructively Own shares of Capital Stock in violation
of the Transfer restrictions described above shall have no claim, cause of action or any recourse
whatsoever against a transferor of such shares of Capital Stock. All capitalized terms in this
legend have the meanings defined in the Corporation’s charter, as the same may be amended from time
to time, a copy of which, including the restrictions on Transfer, will be furnished to each holder
of shares of Capital Stock of the Corporation on request and without charge.



     The Corporation will furnish to any stockholder on request and without charge a full statement
of the designations and any preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of redemption of the stock of
each class which the Corporation is authorized to issue, to the extent they have been set, and of
the authority of the Board of Directors to set the relative rights and preferences of a subsequent
series of a preferred or special class of stock. Such request may be made to the Secretary of the
Corporation or to its transfer agent.