Leven Michael A - Nov 28, 2023 Form 4 Insider Report for HERSHA HOSPITALITY TRUST (HT)

Role: 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: Mar 24, 2023

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		-148K	-100%		0	Nov 28, 2023	Direct	F1
transaction	HT	6.50% Series D Cumulative Redeemable Preferred Shares	Disposed to Issuer		-45K	-100%		0	Nov 28, 2023	On behalf of the Michael and Andrea Leven Family Foundation	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Leven Michael A 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	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").

Content

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.

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").