Form 8-K HERSHA HOSPITALITY TRUST For: Jun 23

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

FORM 8-K 

CURRENT REPORT 

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 

Date of Report (Date of earliest event reported): June 18, 2015

HERSHA HOSPITALITY TRUST 

(Exact name of registrant as specified in its charter) 

44 Hersha Drive 

Harrisburg, Pennsylvania 17102 

(Address and zip code of

principal executive offices)

Registrant’s telephone number, including area code: (717) 236-4400 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

On June 18, 2015, Hersha Hospitality Trust (the “Company”) filed Articles of Amendment (the “Amendment”) to its Declaration of Trust with the State Department of Assessments and Taxation of Maryland that (i) provided for a 1-for-4 reverse share split of the Company’s issued and outstanding Priority Class A common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), which became effective at 5:00 p.m., Eastern time, on June 22, 2015 (the “Effective Time”); and (ii) provided for the par value of the Common Shares to be changed from $0.04 per share (as a result of the reverse share split) back to $0.01 per share, which became effective immediately after the effective time of the 1-for-4 reverse share split.  Generally, no fractional shares were issued in connection with the reverse share split, provided,  however, that holders of any Common Shares issued pursuant to the Company’s Dividend Reinvestment Plan (the “DRIP Shares”) were entitled to receive fractional shares with respect to the DRIP Shares upon the Effective Time to the extent applicable.  When the Common Shares began trading on a split-adjusted basis on the New York Stock Exchange at the market open on June 23, 2015, they did so under a new CUSIP number: 427825 500.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits.

SIGNATURES 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EXHIBIT INDEX

HERSHA HOSPITALITY TRUST 

ARTICLES OF AMENDMENT

Hersha Hospitality Trust, a Maryland real estate investment trust (the “Trust”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST:  The declaration of trust of the Trust (the “Declaration”) is hereby amended to provide that, immediately upon the Reverse Share Split Effective Time (as defined below), every four Priority Class A Common Shares of beneficial interest, $0.01 par value per share (“Priority Common Shares”), of the Trust that were issued and outstanding immediately prior to the Reverse Share Split Effective Time shall be combined into one issued and outstanding Priority Common Share with a par value of $0.04 per share. 

SECOND:No fractional Priority Common Shares will be or remain issued upon such amendment and each shareholder otherwise entitled to a fractional share shall be entitled to receive in lieu thereof cash in an amount equal to the product of the fraction of a share multiplied by the closing price of the Priority Common Shares as reported by the New York Stock Exchange on the date of the Reverse Share Split Effective Time; provided,  however, that holders of any Priority Common Shares issued pursuant to the Trust’s Dividend Reinvestment Plan (“DRIP Priority Common Shares”) shall be entitled to receive fractional shares with respect to such Drip Priority Common Shares upon the Reverse Share Split Effective Time to the extent applicable.

THIRD:  The amendment to the Declaration as set forth in Article FIRST above has been duly approved by a majority of the Board of Trustees of the Trust as required by the Maryland REIT Law (the “MRL”).  The amendment set forth in Article FIRST above is limited to a change expressly authorized by Section 8-501(f)(2) of the MRL to be made without action by the shareholders of the Trust. 

FOURTH:   The Declaration is hereby amended, effective immediately after the Reverse Share Split Effective Time, to decrease the par value of the Priority Common Shares issued and outstanding at the Reverse Share Split Effective Time from $0.04 per share to $0.01 per share.

FIFTH:  The amendment to the Declaration as set forth in Article FOURTH above has been duly approved by a majority of the entire Board of Trustees of the Trust as required by the MRL.  The amendment set forth in Article FOURTH above is limited to a change expressly authorized by Section 8-501(e)(2) of the MRL to be made without action by the shareholders of the Trust.

SIXTH:These Articles of Amendment shall become effective at 5:00 p.m., Eastern Time, on June 22, 2015 (the “Reverse Share Split Effective Time”).

SEVENTH:The amendments to the Declaration as set forth above do not increase the authorized shares of the Trust.

EIGHTH:   The undersigned officer of the Trust acknowledges these Articles of Amendment to be the trust act of the Trust and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

-Signature page follows-

IN WITNESS WHEREOF, the Trust has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Financial Officer and Assistant Secretary and attested to by its Treasurer and Corporate Secretary on this 18 day of June, 2015.

ATTEST: HERSHA HOSPITALITY TRUST