Raymond D. Martz - Feb 15, 2024 Form 4 Insider Report for Pebblebrook Hotel Trust (PEB)

Role: Co-President,CFO,Treasurer,Sec
Signature: /s/ Andrew H. Dittamo, as attorney-in-fact, for Raymond D. Martz
Stock symbol: PEB
Transactions as of: Feb 15, 2024
Transactions value $: -$171,043
Form type: 4
Date filed: 2/20/2024, 04:33 PM
Previous filing: Jan 3, 2024
Next filing: Feb 27, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PEB	Common Shares	Award	$0	+21.7K	+8.55%	$0.00	275K	Feb 15, 2024	Direct	F1
transaction	PEB	Common Shares	Tax liability	-$171K	-10.6K	-3.85%	$16.13	265K	Feb 15, 2024	Direct	F2

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	PEB	LTIP Class B Units	Award	$0	+40.6K	+14%	$0.00	331K	Feb 15, 2024	Common Shares	40.6K		Direct	F3

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

Explanation of Responses:

Id	Content
F1	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 2021 to the reporting person had been achieved. The reporting person earned 65.5% 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 March 31, 2022.
F2	Represents Common Shares sold to the Issuer as payment of tax withholding due upon vesting of 21,696 Common Shares.
F3	Represents 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's common units pursuant to the terms of the partnership agreement, may be exchanged at any time, at the election of the holder, for the Operating Partnership's common units on a one-for-one basis or, at the Operating Partnership's option, an equivalent amount of cash. 13,536, 13,535, and 13,535 LTIP Class B Units will vest on each of January 1, 2025, January 1, 2026, and January 1, 2027, respectively, subject to the reporting person's continued service as an employee of 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.