Jeffrey H. Fisher - Mar 1, 2024 Form 4 Insider Report for Chatham Lodging Trust (CLDT)

Role: Chairman, President and CEO, Director
Signature: /s/ Dennis M. Craven, as Attorney in Fact
Stock symbol: CLDT
Transactions as of: Mar 1, 2024
Transactions value $: $0
Form type: 4
Date filed: 3/4/2024, 04:25 PM
Previous filing: Mar 16, 2023

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	+104K	+10.08%	$0.00	1.14M	Mar 1, 2024	Common Shares	104K		Direct	F1
transaction	CLDT	LTIP Units	Award	$0	+88.6K	+7.8%	$0.00	1.22M	Mar 1, 2024	Common Shares	88.6K		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, 2024. 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	Under the March 1, 2021 LTIP Performance Award, the Company was awarded 85.7% of its targeted 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, 2024. 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.

Under the March 1, 2021 LTIP Performance Award, the Company was awarded 85.7% of its targeted 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.