SEC Form 5/A · accession 0001063344-15-000032
HERSHA HOSPITALITY TRUST · HT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 5/A). It replaces an earlier filing for the same period.
Reporting owner
Neil H Shah
Officer — President and COO
Period of report
Dec 31, 2014
Accepted (ET)
Mar 16, 2015 · 5:11 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001063344
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Partnership UnitsF2,F1 | — | Dec 31, 2014 | G | 44,608 | D | — | — | Class A Common Shares of Beneficial Interest | 44,608 | 0 | I |
| Partnership UnitsF2,F1 | — | Dec 31, 2014 | G | 140,513 | D | — | — | Class A Common Shares of Beneficial Interest | 140,513 | 0 | I |
| Partnership UnitsF3,F1 | — | holding | — | — | — | — | — | Class A Common Shares of Beneficial Interest | 314,944 | 314,944 | D |
| Partnership UnitsF3,F1 | — | holding | — | — | — | — | — | Class A Common Shares of Beneficial Interest | 457,336 | 457,336 | I |
| Partnership UnitsF1 | — | holding | — | — | — | — | — | Class A Common Shares of Beneficial Interest | 832,215 | 832,215 | I |
| LTIP UnitsF4,F5 | — | holding | — | — | — | — | — | Class A Common Shares of Beneficial Interest | 582,462 | 582,462 | D |
Explanation of responses
- F1In general, Partnership Units issued by Hersha Hospitality Limited Partnership (the "Operating Partnership") may be redeemed, beginning one year after their issuance (unless otherwise agreed to by Hersha Hospitality Trust (the "Trust")), for cash equal to the market value of an equivalent number of the Trust's common shares or, at the option of the Trust, the Trust may acquire Partnership Units tendered for redemption by issuing one common share for each Partnership Unit tendered for redemption. Partnership Units have no expiration date.
- F2This Form 5 is being amended to include the distributions of the partnership units from the 2010 and 2011 GRATs to other entities owned fully or in part by the Reporting Person. These distributions were omitted from the Form 5 filed on February 13, 2015.
- F3Upon the maturity of the Neil H. Shah 2010 GRAT and the Neil H. Shah 2011 GRAT, 49,974 Partnership Units were distributed to the Neil and Juhi Shah 2008 Family Trust. The remaining 135,147 Partnership Units were transferred back to Neil in his individual capacity.
- F4LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.
- F5177,197, 85,004, 110,138, 85,004, 40,117 and 85,002 LTIP Units will vest on December 31, 2014, June 1, 2015, December 31, 2015, June 1, 2016, December 31, 2016 and June 1, 2017, respectively, subject to the reporting person's continued employment with the Issuer, and will be subject to accelerated vesting under certain conditions. The LTIP Units have no expiration date. The LTIP Units were issued pursuant to the Issuer's Amended and Restated 2012 Equity Incentive Plan.