Shah Neil H returned 633,811 units of Class A Common Shares of Beneficial Interest to the company, returned 1,800 units of 6.875% Series C Cumulative Redeemable Preferred Shares to the company and returned 25,000 units of 6.50% Series D Cumulative Redeemable Preferred Shares to the company, closing all direct ownership in the company (SEC Form 4)
$HT
Real Estate Investment Trusts
Real Estate
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HERSHA HOSPITALITY TRUST [ HT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/28/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Shares of Beneficial Interest | 11/28/2023 | D | 558,811 | D | (1) | 0 | D | |||
| Class A Common Shares of Beneficial Interest | 11/28/2023 | D | 75,000 | D | (1) | 0 | I | By Neil and Juhi Shah 2008 Family Trust(2) | ||
| 6.875% Series C Cumulative Redeemable Preferred Shares | 11/28/2023 | D | 1,800 | D | (3) | 0 | D | |||
| 6.50% Series D Cumulative Redeemable Preferred Shares | 11/28/2023 | D | 25,000 | D | (3) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LTIP Units | (4) | 11/28/2023 | D | 2,175,613 | (4) | (4) | Class A Common Shares of Beneficial Interest | 2,175,613 | $0 | 0 | D | ||||
| Common Units | (5) | 11/28/2023 | D | 78,736 | (5) | (5) | Class A Common Shares of Beneficial Interest | 78,736 | $0 | 0 | D | ||||
| Common Units | (5) | 11/28/2023 | D | 114,334 | (5) | (5) | Class A Common Shares of Beneficial Interest | 114,334 | $0 | 0 | I | By Neil and Juhi Shah 2008 Family Trust(2) | |||
| Common Units | (5) | 11/28/2023 | D | 208,054 | (5) | (5) | Class A Common Shares of Beneficial Interest | 208,054 | $0 | 0 | I | By Hasu and Hersha Shah 2004 Trust FBO Neil H. Shah(2) | |||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated August 27, 2023, by and among 1776 Portfolio Investment, LLC ("Parent"), 1776 Portfolio REIT Merger Sub, LLC, 1776 Portfolio OP Merger Sub, LP, Hersha Hospitality Limited Partnership, and the Issuer, the Issuer and the OP became subsidiaries of Parent upon consummation of the transactions contemplated by the Merger Agreement (the "Effective Time"). At the Effective Time, (a) each outstanding share of common stock was cancelled and converted into the right to receive $10.00 in cash (the "Merger Consideration"), without interest, and (b) each outstanding award of restricted common shares vested and was cancelled and converted into the right to receive the Merger Consideration. |
| 2. The Reporting Person disclaims beneficial ownership of these securities, as this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or any other purpose. |
| 3. At the Effective Time, each outstanding share of preferred stock of the Issuer was cancelled and converted into the right to receive an amount in cash equal to $25.00 per share plus accrued and unpaid dividends, if any, up to and including the Closing Date (as defined in the Merger Agreement), without interest (the "Preferred Merger Consideration"). |
| 4. At the Effective Time, each outstanding LTIP Unit held by the Reporting Person was converted into the right to receive the Merger Consideration. |
| 5. At the Effective Time, each outstanding Common Unit held by the Reporting Person was converted into the right to receive the Merger Consideration. |
| /s/ Ashish R. Parikh | 11/28/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||