On February 16, 2017, Ashford Hospitality Prime, Inc. (the
Company), Ashford Hospitality Trust, Inc. (AHT) and
Ashford Inc. (AINC, and together with the Company, AHT and
each affiliate of the Company, AHT and AINC, the Ashford
Entities), entered into a Settlement Agreement (the
Settlement Agreement) with Sessa Capital (Master), L.P.,
Sessa Capital GP, LLC, Sessa Capital IM, L.P., Sessa Capital IM
GP, LLC and John Petry (collectively, Sessa) regarding the
composition of the Companys Board of Directors (the
Board), dismissal of pending litigation involving the
parties and certain other matters.

Under the Settlement Agreement, the Company has agreed to appoint
to the Companys board of directors two of the five individuals
Sessa previously sought to nominate as directors of the Company
(the Independent Designees). The Company is required to
make such appointments within two weeks of the date of the
Settlement Agreement. Additionally, the Settlement Agreement
provides that the Company and Sessa will work together in good
faith to identify one additional director who will be independent
of both the Company and Sessa (the Additional Independent
Director).

So long as Sessa satisfies certain ownership thresholds with
respect to the Companys common stock, the Company has agreed to
nominate: (i) the Independent Designees; (ii) the Additional
Independent Director; and (iii) Montgomery J. Bennett, Stefani D.
Carter, Kenneth H. Fearn, Douglas A. Kessler, Curtis B.
McWilliams and Matthew D. Rinaldi (or their successors) at each
of the 2017 and 2018 annual meetings of the Companys
stockholders. In the case of any contested election of directors
of the Company, Sessa has agreed to cause one or both of the
Independent Designees to resign from the Board if the preliminary
results provided by the inspector of elections at any meeting of
stockholders of the Company prior to the closing of the polls
indicates with reasonable certainty that any of the incumbent
directors or their successors (other than the Independent
Designees) will not be elected at such meeting but for the
resignation of one or more of the Independent Designees.

Under the Settlement Agreement, Sessa is subject to specified
standstill restrictions relating to the Ashford Entities and
lasting generally until the earlier of (x) the date that is
fifteen business days prior to the deadline for the submission of
stockholder nominations for the 2019 annual meeting of the
Companys stockholders to the Companys bylaws or (y) the date that
is one hundred fifty days prior to the first anniversary of the
2018 annual meeting of the Companys stockholders. During the
standstill period, Sessa has agreed to cause all of its shares of
the Company to be present for quorum purposes at any meeting of
the Companys stockholders and voted in accordance with the boards
recommendations, subject to certain exceptions relating to
extraordinary transactions and amendments to the Advisory
Agreement with Ashford Inc. The Settlement Agreement contains
various other obligations and provisions applicable to the
Ashford Entities and Sessa.

The foregoing description of the Settlement Agreement is
qualified in its entirety by reference to the full text of the
Settlement Agreement, a copy of which is attached hereto as
Exhibit 99.1 and incorporated herein by reference.

ITEM 8.01

OTHER EVENTS.

On February 16, 2017, the Company issued a press release
announcing the Settlement Agreement, a copy of which is attached
hereto as Exhibit 99.2 and incorporated herein by reference.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.