form8a12b.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 

HERSHA HOSPITALITY TRUST
(Exact name of registrant as specified in its charter)

Maryland
  
001-14765
  
251811499
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)

44 Hersha Drive
Harrisburg, Pennsylvania 17102
 (Address and zip code of
principal executive offices)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class  to be so registered
  
Name of each exchange on which
each class is to be registered
6.875% Series C Cumulative Redeemable
Preferred Shares of Beneficial Interest, $0.01 par value
per share ($25.00 liquidation preference per share)
  
New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.  x
  
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.  o

Securities Act registration statement file number to which this form relates (if applicable): File No. 333-174029

Securities registered pursuant to Section 12(g) of the Act:  None
 
 
 
 
 
Item 1.    Description of Registrant’s Securities to be Registered.
 
A description of the 6.875% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share ($25.00 liquidation preference per share) of Hersha Hospitality Trust (the “Registrant”) to be registered hereunder is contained in the section entitled “Description of Series C Preferred Shares” in the Registrant’s prospectus supplement, dated February 25, 2013, as filed with the U.S. Securities and Exchange Commission on February 27, 2013 pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended, and under “Description of Shares of Beneficial Interest” in the accompanying prospectus, which descriptions are incorporated herein by reference.

Item 2.    Exhibits.
 
Exhibit
No.
  
Description
     
3.1
  
Articles of Amendment and Restatement of the Declaration of Trust of Hersha Hospitality Trust, as amended and supplemented (filed with the SEC as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q, filed on August 8, 2011 and incorporated by reference herein).
     
3.2*
  
Articles Supplementary relating to the 6.875% Series C Cumulative Redeemable Preferred Shares, $0.01 par value per share.
     
3.3
  
Amended and Restated Bylaws of Hersha Hospitality Trust (filed with the SEC as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on February 15, 2012 and incorporated by reference herein).
     
4.1*   Form of specimen certificate representing the 6.875% Series C Cumulative Redeemable Preferred Shares, $0.01 par value per share.
 
*           Filed herewith.
 
 
 
 
 
SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
 
 
HERSHA HOSPITALITY TRUST
 
 
 
 
 
 
 
 
 
Date: March 1, 2013
By:
/s/ Ashish R. Parikh
 
 
 
Name: Ashish R. Parikh
 
 
 
Title: Chief Financial Officer
 

 
 
 
 
Exhibit Index

Exhibit
No.
  
Description
     
3.1
  
Articles of Amendment and Restatement of the Declaration of Trust of Hersha Hospitality Trust, as amended and supplemented (filed with the SEC as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q, filed on August 8, 2011 and incorporated by reference herein).
     
 
Articles Supplementary relating to the 6.875% Series C Cumulative Redeemable Preferred Shares, $0.01 par value per share.
     
3.3
  
Amended and Restated Bylaws of Hersha Hospitality Trust (filed with the SEC as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on February 15, 2012 and incorporated by reference herein).
     
4.1*   Form of specimen certificate representing the 6.875% Series C Cumulative Redeemable Preferred Shares, $0.01 par value per share.

*           Filed herewith.