Thomas C. Fisher - Feb 15, 2024 Form 4 Insider Report for Pebblebrook Hotel Trust (PEB)

Signature
/s/ Andrew H. Dittamo, as attorney-in-fact, for Thomas C. Fisher
Stock symbol
PEB
Transactions as of
Feb 15, 2024
Transactions value $
-$165,413
Form type
4
Date filed
2/20/2024, 04:34 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 +40.6K +18.99% $0.00 254K Feb 15, 2024 Direct F1
transaction PEB Common Shares Award $0 +21.7K +8.53% $0.00 276K Feb 15, 2024 Direct F2
transaction PEB Common Shares Tax liability -$165K -10.3K -3.71% $16.13 266K Feb 15, 2024 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 15, 2024 Common Shares 9.47K Direct F4
holding PEB LTIP Class B Units 251K Feb 15, 2024 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 time-vesting restricted common shares that were granted to the reporting person by the Issuer's Board of Trustees (the "Board") under an RSU award agreement. 13,536, 13,535, and 13,535 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, 2025, January 1, 2026, and January 1, 2027, 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 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.
F3 Represents Common Shares sold to the Issuer as payment of tax withholding due upon vesting of 21,696 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.