SEC Form 4 · accession 0001209191-15-001088
Pebblebrook Hotel Trust · PEB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Charles Fisher
Officer — EVP, Chief Investment Officer
Period of report
Dec 31, 2014
Accepted (ET)
Jan 5, 2015 · 4:59 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001474098
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1 | Dec 31, 2014 | M | 13,141 | — | A | 69,509 | D | |
| Common SharesF2 | Jan 2, 2015 | F | 2,884 | $45.63 | D | 66,625 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP Class A UnitsF1,F3 | — | Dec 31, 2014 | M | 18,940 | D | — | — | Common Shares | 18,940 | 9,469 | D |
| LTIP Class B UnitsF4 | — | holding | — | — | — | — | — | Common Shares | 58,821 | 58,821 | D |
Explanation of responses
- F1In December 2014, the reporting person converted 18,940 vested restricted units of limited partnership interest ("LTIP Units") in Pebblebrook Hotel L.P. (the "Operating Partnership"), of which Pebbebrook Hotel Trust (the "Issuer") is the general partner, into Common Units of the Operating Partnership on a one-for-one basis. On December 31, 2014, the reporting person tendered 18,940 Common Units to the Operating Partnership for redemption. 13,141 of the Common Units were redeemed for an aggregate of 13,141 common shares of beneficial interest, $0.01 par value per share, of the Issuer ("Common Shares") and 5,799 Common Units were redeemed for cash.
- F2Represents Common Shares sold to the Issuer as payment of tax withholding due upon vesting of 8,488 restricted Common Shares on January 2, 2015.
- F3Vested LTIP Units, upon achieving parity with Common Units pursuant to the terms of the partnership agreement, may be converted at any time, at the election of the holder, for Common Units on a one-for-one basis. The LTIP Units have no expiration date. The LTIP Units were issued pursuant to the Issuer's 2009 Equity Incentive Plan.
- F4Represents restricted units of limited partnership interest ("LTIP Class B Units") in Pebblebrook Hotel, L.P. (the "Operating Partnership"), of which the Issuer is the general partner. Vested LTIP Class B Units, upon achieving parity with the Operating Partnership units pursuant to the terms of the partnership agreement, may be exchanged at any time, at the election of the holder, for Operating Partnership units on a one-for-one basis or, at the Operating Partnership's option, an equivalent amount of cash. 11,764 LTIP Class B Units will vest on each of January 1, 2016, January 1, 2017, January 1, 2018, and January 1, 2019, and 11,765 LTIP Class B Units will vest on January 1, 2020 subject to the reporting person's continued employment with the Issuer. The LTIP Class B Units have no expiration date. The LTIP Class B Units were issued pursuant to the Issuer's 2009 Equity Incentive Plan as amended and restated.