SC 13D/A 1 v440732_sc13d-a.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

Ashford Hospitality Prime, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

044102101

(CUSIP Number)

Thomas R. Stephens

Bartlit Beck Herman Palenchar & Scott LLP

1899 Wynkoop Street, Suite 800

Denver, Colorado 80202

(303) 592-3100

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 20, 2016

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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 Rule 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).

(Continued on following pages)

| Page 1 |

CUSIP No. 044102101

1. | Names of Reporting Persons.
| Sessa Capital (Master), L.P.
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
| (A) ¨
| (B) x
3. | SEC Use Only
4. | Source of Funds (See Instructions) OO
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6. | Citizenship or Place of Organization: Cayman Islands

Number of | 7. | Sole Voting Power | 2,330,726
Shares |  |  |
Beneficially | 8. | Shared Voting Power |
Owned by |  |  |
Each | 9. | Sole Dispositive Power | 2,330,726
Reporting |  |  |
Person With | 10. | Shared Dispositive Power |

11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,330,726
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13. | Percent of Class Represented by Amount in Row (11) 8.2%
14. | Type of Reporting Person (See Instructions) PN

| Page 2 |

CUSIP No. 044102101

1. | Names of Reporting Persons.
| Sessa Capital GP, LLC
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
| (A) ¨
| (B) x
3. | SEC Use Only
4. | Source of Funds (See Instructions) AF
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6. | Citizenship or Place of Organization: Delaware

Number of | 7. | Sole Voting Power | 2,330,726
Shares |  |  |
Beneficially | 8. | Shared Voting Power |
Owned by |  |  |
Each | 9. | Sole Dispositive Power | 2,330,726
Reporting |  |  |
Person With | 10. | Shared Dispositive Power |

11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,330,726
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13. | Percent of Class Represented by Amount in Row (11) 8.2%
14. | Type of Reporting Person (See Instructions) OO

| Page 3 |

CUSIP No. 044102101

1. | Names of Reporting Persons.
| Sessa Capital IM, L.P.
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
| (A) ¨
| (B) x
3. | SEC Use Only
4. | Source of Funds (See Instructions) AF
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6. | Citizenship or Place of Organization: Delaware

Number of | 7. | Sole Voting Power | 2,330,726
Shares |  |  |
Beneficially | 8. | Shared Voting Power |
Owned by |  |  |
Each | 9. | Sole Dispositive Power | 2,330,726
Reporting |  |  |
Person With | 10. | Shared Dispositive Power |

11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,330,726
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13. | Percent of Class Represented by Amount in Row (11) 8.2%
14. | Type of Reporting Person (See Instructions) IA

| Page 4 |

CUSIP No. 044102101

1. | Names of Reporting Persons.
| Sessa Capital IM GP, LLC
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
| (A) ¨
| (B) x
3. | SEC Use Only
4. | Source of Funds (See Instructions) AF
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6. | Citizenship or Place of Organization: Delaware

Number of | 7. | Sole Voting Power | 2,330,726
Shares |  |  |
Beneficially | 8. | Shared Voting Power |
Owned by |  |  |
Each | 9. | Sole Dispositive Power | 2,330,726
Reporting |  |  |
Person With | 10. | Shared Dispositive Power |

11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,330,726
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13. | Percent of Class Represented by Amount in Row (11) 8.2%
14. | Type of Reporting Person (See Instructions) OO

| Page 5 |

CUSIP No. 044102101

1. | Names of Reporting Persons.
| John Petry
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
| (A) ¨
| (B) x
3. | SEC Use Only
4. | Source of Funds (See Instructions) AF
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6. | Citizenship or Place of Organization: United States

Number of | 7. | Sole Voting Power | 2,330,726
Shares |  |  |
Beneficially | 8. | Shared Voting Power |
Owned by |  |  |
Each | 9. | Sole Dispositive Power | 2,330,726
Reporting |  |  |
Person With | 10. | Shared Dispositive Power |

11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,330,726
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13. | Percent of Class Represented by Amount in Row (11) 8.2%
14. | Type of Reporting Person (See Instructions) IN

| Page 6 |

Items 4 and 7 of the statement on Schedule 13D relating to the Common Stock, $0.01 par value per share (the “Shares”) of Ashford Hospitality Prime, Inc., a Maryland corporation (“AHP”) previously filed by (i) Sessa Capital (Master), L.P., a Cayman Islands exempted limited partnership (“Sessa Capital”), as a result of its direct ownership of Shares, (ii) Sessa Capital GP, LLC, a Delaware limited liability company (“Sessa Capital GP”), as a result of being the sole general partner of Sessa Capital, (iii) Sessa Capital IM, L.P., a Delaware limited partnership (“Sessa IM”), as a result of being the investment adviser for Sessa Capital, (iv) Sessa Capital IM GP, LLC, a Delaware limited liability company (“Sessa IM GP”), as a result of being the sole general partner of Sessa IM, and (v) John Petry, as a result of being the manager of Sessa Capital GP and Sessa IM GP (Sessa Capital, Sessa Capital GP, Sessa IM, Sessa IM GP and Mr. Petry are collectively referred to as the “Reporting Persons”), are hereby amended as follows:

Item 4. Purpose of Transaction

No change except for the addition of the following:

On May 23, 2016, Sessa Capital issued a press release in response to the decisions on May 20, 2016 by the District Court for the Northern District of Texas in the lawsuits brought by Sessa Capital and AHP in connection with Sessa Capital’s proxy contest relating to the election of directors at AHP. A copy of Sessa Capital’s press release is attached as Exhibit 1 and incorporated by reference in this Item 4 in its entirety. Copies of the District Court’s orders are attached as Exhibits 2 and 3 and incorporated by reference in this Item 4 in their entirety.

The Reporting Persons intend to continue to monitor actions by AHP’s board, and, depending on the outcome of the pending litigation, among other factors previously reported in this Statement on Schedule 13D, will consider taking further action to protect their interests and the interests of stockholders, which actions may involve plans or proposals of the type described in Item 4(a) through (j) of Schedule 13D.

Item 7. Exhibits

The following documents are filed as exhibits to this statement:

| Exhibit 1 | Press Release dated May 23, 2016 issued by Sessa Capital.
| Exhibit 2 | Order of the District Court for the Northern District of Texas dated May 20, 2016 in Civil Action No. 3:16-CV-0527-N
| Exhibit 3 | Order of the District Court for the Northern District of Texas dated May 20, 2016 in Civil Action No. 3:16-CV-0713-N

| Page 7 |

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.

| Date: May 23, 2016
| /s/ John Petry
| John Petry, individually, as manager of Sessa Capital GP, LLC, the general partner of Sessa Capital (Master), L.P., and as manager of Sessa Capital IM GP, LLC, the general partner of Sessa Capital IM, L.P.

| Page 8 |

Exhibit 1

SESSA CAPITAL APPEALS TEXAS COURT RULING

Sessa Commences Appeal of Court Decision Denying Stockholders a Choice of Director Nominees

New York – May 23, 2016 – Sessa Capital (Master), L.P. (“Sessa”), owner of 8.2% of the outstanding common shares of Ashford Hospitality Prime, Inc. (NYSE: AHP) (“Ashford Prime” or the “Company”), today announced that it has commenced an appeal of the recent decisions by the United States District Court for the Northern District of Texas in connection with Sessa’s proxy contest with Ashford Prime. The appeal is being taken to the United States Court of Appeals for the Fifth Circuit. Sessa intends to request that the District Court’s orders be stayed and that Ashford Prime’s annual stockholders meeting, which is currently scheduled for June 10, 2016, be postponed until after the appeal is resolved. Sessa also intends to request that its appeal be expedited.

The District Court held that Maryland’s business judgment rule protects the decision of the Ashford Prime board to refuse to allow the Sessa nominees to stand for election against the incumbent directors. In its decisions, the District Court noted that Ashford Prime’s board contends Sessa has undisclosed plans for the Company that it did not adequately include in its nominee questionnaires in January 2016 or upon further request. The District Court held that the board “could rationally believe” such plans existed, although the District Court made no finding as to what those plans might be.

The District Court issued a preliminary injunction prohibiting Sessa from soliciting proxies for its nominees. Accordingly, Sessa will not solicit proxies for its nominees unless permitted to do so following the outcome of the appeal and the motions filed in connection with the appeal.

John Petry, Sessa’s principal, commented, “We are deeply disappointed in the District Court’s decision, which will deny Ashford Prime stockholders the opportunity to participate in a competitive director election. We believe that we have been transparent in our disclosures and that all of our plans and proposals for the Company required to be disclosed under the federal securities laws have been fully disclosed in our filings on Schedule 13D and in our proxy materials. We intend to vigorously pursue our appeal of the District Court’s decisions and hope that the courts will ultimately permit Ashford Prime’s stockholders to decide which directors should be their chosen representatives on the Company’s board.”

Media Contacts:

Sard Verbinnen & Co

Margaret Popper / Zachary Tramonti

212.687.8080

Exhibit 2

Exhibit 3