Shah Neil H 4
4 · HERSHA HOSPITALITY TRUST · Filed Nov 28, 2023
Insider Transaction Report
Form 4
Shah Neil H
President and COO
Transactions
- Disposition to Issuer
Class A Common Shares of Beneficial Interest
2023-11-28−558,811→ 0 total - Disposition to Issuer
6.875% Series C Cumulative Redeemable Preferred Shares
2023-11-28−1,800→ 0 total - Disposition to Issuer
Common Units
2023-11-28−78,736→ 0 total→ Class A Common Shares of Beneficial Interest (78,736 underlying) - Disposition to Issuer
LTIP Units
2023-11-28−2,175,613→ 0 total→ Class A Common Shares of Beneficial Interest (2,175,613 underlying) - Disposition to Issuer
Common Units
2023-11-28−114,334→ 0 total(indirect: By Trust)→ Class A Common Shares of Beneficial Interest (114,334 underlying) - Disposition to Issuer
Common Units
2023-11-28−208,054→ 0 total(indirect: By Trust)→ Class A Common Shares of Beneficial Interest (208,054 underlying) - Disposition to Issuer
Class A Common Shares of Beneficial Interest
2023-11-28−75,000→ 0 total(indirect: By Trust) - Disposition to Issuer
6.50% Series D Cumulative Redeemable Preferred Shares
2023-11-28−25,000→ 0 total
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated August 27, 2023, by and among 1776 Portfolio Investment, LLC ("Parent"), 1776 Portfolio REIT Merger Sub, LLC, 1776 Portfolio OP Merger Sub, LP, Hersha Hospitality Limited Partnership, and the Issuer, the Issuer and the OP became subsidiaries of Parent upon consummation of the transactions contemplated by the Merger Agreement (the "Effective Time"). At the Effective Time, (a) each outstanding share of common stock was cancelled and converted into the right to receive $10.00 in cash (the "Merger Consideration"), without interest, and (b) each outstanding award of restricted common shares vested and was cancelled and converted into the right to receive the Merger Consideration.
- [F2]The Reporting Person disclaims beneficial ownership of these securities, as this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or any other purpose.
- [F3]At the Effective Time, each outstanding share of preferred stock of the Issuer was cancelled and converted into the right to receive an amount in cash equal to $25.00 per share plus accrued and unpaid dividends, if any, up to and including the Closing Date (as defined in the Merger Agreement), without interest (the "Preferred Merger Consideration").
- [F4]At the Effective Time, each outstanding LTIP Unit held by the Reporting Person was converted into the right to receive the Merger Consideration.
- [F5]At the Effective Time, each outstanding Common Unit held by the Reporting Person was converted into the right to receive the Merger Consideration.