Jay H. Shah - Nov 28, 2023 Form 4 Insider Report for HERSHA HOSPITALITY TRUST (HT)

Role
Chief Executive Officer, Director
Signature
/s/ Ashish R. Parikh
Stock symbol
HT
Transactions as of
Nov 28, 2023
Transactions value $
$0
Form type
4
Date filed
11/28/2023, 04:30 PM
Previous filing
Jun 23, 2023
Next filing
Oct 10, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HT Class A Common Shares of Beneficial Interest Disposed to Issuer -514K -100% 0 Nov 28, 2023 Direct F1
transaction HT Class A Common Shares of Beneficial Interest Disposed to Issuer -78.6K -100% 0 Nov 28, 2023 By Jay and Susie Shah 2008 Family Trust F1, F2
transaction HT 6.875% Series C Cumulative Redeemable Preferred Shares Disposed to Issuer -1.9K -100% 0 Nov 28, 2023 Direct F3
transaction HT 6.50% Series D Cumulative Redeemable Preferred Shares Disposed to Issuer -25K -100% 0 Nov 28, 2023 Direct F3
transaction HT 6.50% Series E Cumulative Redeemable Preferred Shares Disposed to Issuer -900 -100% 0 Nov 28, 2023 Direct F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HT LTIP Units Disposed to Issuer $0 -2.3M -100% $0.00* 0 Nov 28, 2023 Class A Common Shares of Beneficial Interest 2.3M Direct F4
transaction HT Common Units Disposed to Issuer $0 -89.9K -100% $0.00* 0 Nov 28, 2023 Class A Common Shares of Beneficial Interest 89.9K Direct F5
transaction HT Common Units Disposed to Issuer $0 -133K -100% $0.00* 0 Nov 28, 2023 Class A Common Shares of Beneficial Interest 133K By Jay and Susie Shah 2008 Family Trust F2, F5
transaction HT Common Units Disposed to Issuer $0 -183K -100% $0.00* 0 Nov 28, 2023 Class A Common Shares of Beneficial Interest 183K By Hasu and Hersha Shah 2004 Trust FBO Jay H. Shah F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jay H. Shah is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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").
F4 At the Effective Time, each outstanding LTIP Unit held by the Reporting Person was converted into the right to receive the Merger Consideration.
F5 At the Effective Time, each outstanding Common Unit held by the Reporting Person was converted into the right to receive the Merger Consideration.