Thomas C. Fisher - Feb 17, 2023 Form 4 Insider Report for Pebblebrook Hotel Trust (PEB)

Role: Co-President, C Investmt Ofcr
Signature: /s/ Andrew H. Dittamo, as attorney-in-fact, for Thomas C. Fisher
Stock symbol: PEB
Transactions as of: Feb 17, 2023
Transactions value $: -$122,441
Form type: 4
Date filed: 2/22/2023, 03:40 PM
Previous filing: Jan 4, 2023
Next filing: Jan 3, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PEB	Common Shares	Award	$0	+39.1K	+21.79%	$0.00	218K	Feb 17, 2023	Direct	F1
transaction	PEB	Common Shares	Award	$0	+17.3K	+7.93%	$0.00	236K	Feb 17, 2023	Direct	F2
transaction	PEB	Common Shares	Tax liability	-$122K	-8.14K	-3.45%	$15.04	228K	Feb 17, 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
holding	PEB	LTIP Class A Units						9.47K	Feb 17, 2023	Common Shares	9.47K		Direct	F4
holding	PEB	LTIP Class B Units						251K	Feb 17, 2023	Common Shares	251K		Direct	F5

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

Explanation of Responses:

Id	Content
F1	All of these shares are restricted common shares that were granted to the reporting person by the Issuer's Board of Trustees (the "Board"). 13,032, 13,032, and 13,031 of these shares shall become vested and nonforfeitable, subject to the reporting person's continued service as an employee of the Issuer or an affiliate, on January 1, 2024, January 1, 2025, and January 1, 2026, respectively.
F2	The Common Shares were issued to the reporting person upon certification by the Compensation Committee of the Board of the extent to which the performance objectives of the performance-based equity incentive award made in February 2020 to the reporting person had been achieved. The reporting person earned 61.6% of the target number of Common Shares issuable pursuant to the award. For more information on the performance-based equity incentive award, including the performance objectives and measurement period, see the Issuer's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2021.
F3	Represents Common Shares sold to the Issuer as payment of tax withholding due upon vesting of 17,327 Common Shares.
F4	Represents units of limited partnership interest ("LTIP Class A Units") in Pebblebrook Hotel, L.P. (the "Operating Partnership"), of which the Issuer is the general partner. All LTIP Class A Units upon achieving parity with the Operating Partnership's common 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. The LTIP Class A Units were issued pursuant to the Issuer's 2009 Equity Incentive Plan as amended and restated.
F5	Represents 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. All LTIP Class B Units upon achieving parity with the Operating Partnership's common 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. The LTIP Class B Units were issued pursuant to the Issuer's 2009 Equity Incentive Plan as amended and restated.