UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): December 22, 2017

ASHFORD HOSPITALITY PRIME, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (972) 490-9600

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 8.01    Other Events.

On December 22, 2017, Ashford Hospitality Prime, Inc. entered into the First Amendment (the “Amendment”) to its Amended and Restated Credit Agreement (the “Credit Facility”) with Ashford Hospitality Prime Limited Partnership, the Company’s operating partnership (the “Borrower”), Bank of America, N.A., as administrative agent, and the other financial institutions party thereto.  The Amendment replaces the Borrower’s covenant to maintain a consolidated leverage ratio with a covenant to maintain a ratio of consolidated debt to Adjusted TAV (as defined in the Credit Facility, as amended by the Amendment) of no more than 60%.

The description of the Amendment in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 99.1 to this Current Report and incorporated herein.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 28, 2017

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