S-8

As filed with the Securities and Exchange Commission on May 22, 2014

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

______________________

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

______________________

Maryland (State or other jurisdiction of incorporation or organization)		25-1811499 (IRS Employer Identification No.)
44 Hersha Drive Harrisburg, Pennsylvania 17102 (717) 236-4400 (Address of principal executive offices, including zip code)
Hersha Hospitality Trust 2012 Equity Incentive Plan (Full title of the plan)
Ashish R. Parikh, Chief Financial Officer Hersha Hospitality Trust 510 Walnut Street, 9th Floor Philadelphia, Pennsylvania 19106 (215) 238-1046 (Name, address and telephone number, including area code, of agent for service) _______________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒	Non-accelerated filer  ☐	Accelerated filer  ☐	Small reporting company☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Priority Class A common shares of beneficial interest, $0.01 par value per share	9,000,000 shares	$6.10	$54,900,000	$7,071.12

(1)   Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the number of common shares registered hereunder includes such indeterminate number of additional common shares as may be offered or issued in the future to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)   Estimated solely for the purpose of computing the registration fee.  This amount was calculated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, on the basis of $6.10 per share, which was the average of the high and low prices of the common shares on the New York Stock Exchange on May 19, 2014.

Explanatory Note

On March 2, 2012, Hersha Hospitality Trust (the “Company”) filed a registration statement on Form S-8 (File No. 333-179847) (the “Prior S-8”), relating to the registration of 7,500,000 Priority Class A common shares of beneficial interest, which are referred to herein as common shares, issuable pursuant to the Company’s 2012 Equity Incentive Plan, as amended by Amendment No. 1 thereto (the “Plan”). 

On May 22, 2014, the Company’s shareholders approved Amendment No. 2 to the Plan, pursuant to which, effective January 1, 2015, the maximum aggregate number of common shares issuable pursuant to the Plan, as further amended, will be increased from 7,500,000 common shares to 16,500,000 common shares. The Plan, as further amended, is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2014.

This registration statement is filed by the Company on Form S-8 to register an additional 9,000,000 common shares issuable pursuant to the Plan, as further amended. In accordance with General Instruction E to Form S-8, this registration statement is filed to register securities of the same class as other securities for which a registration statement filed on Form S-8 relating to an employee benefit plan is effective. Accordingly, this registration statement incorporates by reference the contents of the Prior S-8 to the extent not modified, amended or superseded by this registration statement.

Item 8.  Exhibits.

Exhibit No.Description

4.1Articles of Amendment and Restatement of the Declaration of Trust of Hersha Hospitality Trust, as amended and supplemented (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed on May 2, 2013 and incorporated by reference herein).

4.2                               Amended and Restated Bylaws of Hersha Hospitality Trust (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on February 15, 2012 and incorporated by reference herein).

4.3                               Form of Common Share Certificate (filed with the SEC as Exhibit 4.1 to the Company’s registration statement on Form S-11, as amended (Registration No. 333-56087), filed on June 5, 1998, and incorporated by reference herein).

5.1                               Opinion of Venable LLP as to the legality of the securities being registered.*

23.1                             Consent of Venable LLP (included in the opinion filed as Exhibit 5.1).*

23.2                             Consent of KPMG LLP.*

24.1                             Power of Attorney (included on the signature page hereto).

99.1                             Hersha Hospitality Trust 2012 Equity Incentive Plan (filed as Appendix A to the Company’s definitive proxy statement on Schedule 14A filed on April 18, 2011, and incorporated by reference herein).

99.2                             Amendment No. 1 to the Hersha Hospitality Trust 2012 Equity Incentive Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 31, 2011, and incorporated by reference herein).

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99.3                             Amendment No. 2 to the Hersha Hospitality Trust 2012 Equity Incentive Plan (filed as Appendix A to the Company’s definitive proxy statement on Schedule 14A filed on April 17, 2014, and incorporated by reference herein).

_______________________

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on May 22, 2014.

HERSHA HOSPITALITY TRUST

By:

By:

/s/ Ashish R. Parikh

Ashish R. Parikh

Chief Financial Officer

(Principal Financial Officer)

POWER OF ATTORNEY and signatures

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Ashish R. Parikh and Michael R. Gillespie and each of them (with full power to act alone) as true and lawful attorneys-in-fact, and stead, in any and all capacities, to sign any amendments to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and the power of attorney appearing above have been signed below by the following persons in the capacities indicated on May 22. 2014.

Signature	Title
/s/ Hasu P. Shah	Chairman and Trustee
Hasu P. Shah
/s/ Jay H. Shah	Chief Executive Officer and Trustee (Principal Executive Officer)
Jay H. Shah
/s/ Ashish R. Parikh	Chief Financial Officer (Principal Financial Officer)
Ashish R. Parikh
/s/ Michael R. Gillespie	Chief Accounting Officer (Principal Accounting Officer)
Michael R. Gillespie
/s/ Donald J. Landry	Trustee
Donald J. Landry
/s/ Thomas J. Hutchison III	Trustee
Thomas J. Hutchison III
/s/ Michael A. Leven	Trustee
Michael A. Leven
/s/ Dianna F. Morgan	Trustee
Dianna F. Morgan
/s/ John M. Sabin	Trustee
John M. Sabin

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EXHIBIT INDEX

Exhibit No.Description

4.1                               Articles of Amendment and Restatement of the Declaration of Trust of Hersha Hospitality Trust, as amended and supplemented (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed on May 2, 2013 and incorporated by reference herein).

4.2                               Amended and Restated Bylaws of Hersha Hospitality Trust (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on February 15, 2012 and incorporated by reference herein).

4.3                               Form of Common Share Certificate (filed with the SEC as Exhibit 4.1 to the Company’s registration statement on Form S-11, as amended (Registration No. 333-56087), filed on June 5, 1998, and incorporated by reference herein).

5.1                               Opinion of Venable LLP as to the legality of the securities being registered.*

23.1                             Consent of Venable LLP (included in the opinion filed as Exhibit 5.1).*

23.2                             Consent of KPMG LLP.*

24.1                             Power of Attorney (included on the signature page hereto).

99.1                             Hersha Hospitality Trust 2012 Equity Incentive Plan (filed as Appendix A to the Company’s definitive proxy statement on Schedule 14A filed on April 18, 2011, and incorporated by reference herein).

99.2                             Amendment No. 1 to the Hersha Hospitality Trust 2012 Equity Incentive Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 31, 2011, and incorporated by reference herein).

99.3                             Amendment No. 2 to the Hersha Hospitality Trust 2012 Equity Incentive Plan (filed as Appendix A to the Company’s definitive proxy statement on Schedule 14A filed on April 17, 2014, and incorporated by reference herein).

_____________________

* Filed herewith.

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EX-5.1

Exhibit 5.1

May22, 2014

Hersha Hospitality Trust

44 Hersha Drive

Harrisburg, Pennsylvania 17102

Re:Registration Statement on Form S-8

Ladies and Gentlemen:

We have served as Maryland counsel to Hersha Hospitality Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law arising out of the registration of an additional 9,000,000Priority Class A common shares of
beneficial interest, $0.01 par value per share (“Common Shares”), ofthe Company (the “Shares”)  issuable under the Company’s 2012 Equity Incentive Plan, as amended(the “Plan”).  The Shares are covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1.The Registration Statement;

2.The declaration of trust of the Company (the “Declaration of Trust”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

3.The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

4.A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

5.Resolutions adopted by the Board of Trustees of the Company relating to, among other matters,the approval of the Plan and the issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;

6.The Plan, certified as of the date hereof by an officer of the Company;

Hersha Hospitality Trust

May22, 2014

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7.A certificate executed by an officer of the Company, dated as of the date hereof; and

8.Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4. All Documents submitted to us as originals are authentic.  The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents.  All signatures on all Documents are genuine.  All public records reviewed or relied upon by us or on our behalf are true and complete.  All representations, warranties, statements and information contained in the Documents are true and complete.  There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5. The Shares will not be issued in violation of any restriction or limitation contained in Article VII of theDeclaration of Trustor in the Plan.Upon the issuance of any of the Shares, the total number of Common Shares issued and outstanding will not exceed the total number of Common Shares that the Company is then authorized to issue under the Declaration of Trust.

6. Each option, award, right or other security exercisable or exchangeable for a Share pursuant to the Plan (each, an “Option”) will be duly authorized and validly granted in accordance with the Plan and exercised or exchanged in accordance with the terms of the Plan, including any share option agreement, restricted share agreement or other form of award agreemententered into in connection therewith, at the time of any exercise or exchange of such Option.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

Hersha Hospitality Trust

May22, 2014

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1. The Company is a real estate investment trust duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2. The issuance of the Shares has been duly authorized and, when and to the extent issued in accordance with the Registration Statement, the Resolutions, the Plan and any share option agreement, restricted share agreement or other form of award agreement utilized under the Plan, the Shares will bevalidly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland, and we do not express any opinion herein concerning any other law.  We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland,  or as to federal or state laws regarding fraudulent transfers.  To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.  The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated.  We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement.  We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of the name of our firm therein.  In giving this consent, we do not admitthat we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Very truly yours,

/s/ Venable LLP

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Trustees and Shareholders of

Hersha Hospitality Trust:

We consent to the use of our reports dated February 26,  2014with respect to the consolidated balance sheets of Hersha Hospitality Trust as of December 31, 2013and 2012, and the related consolidated statements of operations, comprehensive (loss) income, equity and cash flows for each of the years in the three-year period ended December 31, 2013,  and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2013, incorporated herein by reference.

/s/ KPMG LLP

Philadelphia,  Pennsylvania

May 22,  2014