SEC Comment Letter for ASHFORD HOSPITALITY TRUST INC (AHT, AHT-PD, AHT-PF, AHT-PG, AHT-PH, AHT-PI) (CIK 0001232582) (AHT) — Oct 14, 2014

ASHFORD HOSPITALITY TRUST INC (AHT, AHT-PD, AHT-PF, AHT-PG, AHT-PH, AHT-PI) (CIK 0001232582)
Date: Oct. 14, 2014 · CIK: 0001232582 · Accession: 0000000000-14-051149

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AI Filing Summary & Sentiment

File numbers found in text: 001-31775

Date

October 10, 2014

Author

Special Counsel

Form

UPLOAD

Company

ASHFORD HOSPITALITY TRUST INC (AHT, AHT-PD, AHT-PF, AHT-PG, AHT-PH, AHT-PI) (CIK 0001232582)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE October 10, 2014 Via E -mail Andrew Kahn , Esq. Davis Cowell & Bowe LLP 595 Market Street, Suite 1400 San Francisco, CA 94105

Re: Ashford Hospitality Trust, Inc. Revised Definitive Proxy Statement filed October 7 , 2014 Definitive Additional Soliciting Materials filed October 9, 2014 Filed by UNITE HERE File No. 001-31775

Dear Mr . Kahn :

We have reviewed your filing and have the following comment .

Revised Definitive Proxy Statement 1. We note you added a proposal to be presented at an eventual special meeting of security holders. Please revise your disclosure to alert securi ty holders with respect to their revocation rights .

Definitive Additional Soliciting Materials 2. We note your disclosure that you have requested the company to set a record date for a special meeting. With a view towards revised disclosure, tell us whether you have received sufficient proxies to require the company to call a specia l meeting of security holders.

You may contact me at (202) 551 -3619 with any questions .

Sincerely,
/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  October 10, 2014

Via E -mail

Andrew Kahn , Esq.
Davis Cowell  & Bowe  LLP
595 Market Street, Suite 1400
San Francisco, CA  94105

Re: Ashford Hospitality Trust, Inc.
Revised Definitive Proxy Statement filed October 7 , 2014
Definitive Additional Soliciting Materials  filed October  9, 2014
Filed by UNITE  HERE
  File No. 001-31775

Dear Mr . Kahn :

We have reviewed your filing  and have the following comment .

Revised Definitive Proxy Statement
1. We note you  added a proposal to be presented at an eventual special meeting of security
holders.  Please revise your disclosure to alert securi ty holders with respect to their
revocation rights .

Definitive Additional Soliciting Materials
2. We note your disclosure that you have requested the company to set a record date for a
special meeting. With a view towards revised disclosure, tell us whether you have
received sufficient proxies to require the company to call a specia l meeting of security
holders.

You may contact me at (202) 551 -3619 with any questions .

Sincerely,

/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and  Acquisitions

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