SEC Form 4 · accession 0001063344-18-000047
HERSHA HOSPITALITY TRUST · HT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jay H Shah
Officer — Chief Executive Officer · Director
Period of report
Mar 28, 2018
Accepted (ET)
Mar 30, 2018 · 4:18 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF2,F1 | — | Mar 28, 2018 | A | 203,801 | A | — | — | Class A Common Shares of Beneficial Interest | 203,801 | 655,603 | D |
Explanation of responses
- F1LTIP 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.
- F2Reflects restricted LTIP Units granted under the Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan in settlement of awards made to the Reporting Person under the 2017 annual long-term incentive program and the 2015 Multi-year Long-term Incentive Program.