Jeremy Bruce Wegner - Mar 1, 2023 Form 4 Insider Report for Chatham Lodging Trust (CLDT)

Role: Chief Financial Officer
Signature: /s/ Dennis M. Craven, as Attorney-in-Fact
Stock symbol: CLDT
Transactions as of: Mar 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/2/2023, 03:08 PM
Previous filing: Mar 2, 2022
Next filing: Mar 4, 2024

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	CLDT	LTIP Units	Award	$0	+26.2K	+20.01%	$0.00	157K	Mar 1, 2023	Common Shares	26.2K		Direct	F1
transaction	CLDT	LTIP Units	Award	$0	+28.4K	+18.08%	$0.00	186K	Mar 1, 2023	Common Shares	28.4K		Direct	F2

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

Explanation of Responses:

Id	Content
F1	Represents restricted units of limited partnership interest ("LTIP Units") in Chatham Lodging, L.P. (the "Operating Partnership"), of which the Issuer is the general partner, granted to the reporting person on March 1, 2023. Vested LTIP Units, upon achieving parity with the Operating Partnership units pursuant to the terms of the Operating Partnership's limited 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 Issuer's option, an equivalent amount of cash. One-third of the reporting person's LTIP Units vest on each of the first three anniversaries of the date of grant, subject to the reporting person's continued employment with the Issuer. Prior to vesting, the holder is entitled to receive distributions on the LTIP units. The LTIP Units were issued pursuant to the Issuer's Equity Incentive Plan and have no expiration dates.
F2	The Company exceeded the target performance criteria under the March 1, 2020 LTIP Performance Award. This LTIP issuance represents the vesting of the award and represents restricted units of limited partnership interest ("LTIP Units") in Chatham Lodging, L.P. (the "Operating Partnership"), of which the Issuer is the general partner. Vested LTIP Units, upon achieving parity with the Operating Partnership units pursuant to the terms of the Operating Partnership's limited 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 Issuer's option, an equivalent amount of cash.

Content

Represents restricted units of limited partnership interest ("LTIP Units") in Chatham Lodging, L.P. (the "Operating Partnership"), of which the Issuer is the general partner, granted to the reporting person on March 1, 2023. Vested LTIP Units, upon achieving parity with the Operating Partnership units pursuant to the terms of the Operating Partnership's limited 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 Issuer's option, an equivalent amount of cash. One-third of the reporting person's LTIP Units vest on each of the first three anniversaries of the date of grant, subject to the reporting person's continued employment with the Issuer. Prior to vesting, the holder is entitled to receive distributions on the LTIP units. The LTIP Units were issued pursuant to the Issuer's Equity Incentive Plan and have no expiration dates.

The Company exceeded the target performance criteria under the March 1, 2020 LTIP Performance Award. This LTIP issuance represents the vesting of the award and represents restricted units of limited partnership interest ("LTIP Units") in Chatham Lodging, L.P. (the "Operating Partnership"), of which the Issuer is the general partner. Vested LTIP Units, upon achieving parity with the Operating Partnership units pursuant to the terms of the Operating Partnership's limited 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 Issuer's option, an equivalent amount of cash.