8-K

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): May 9, 2016

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

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On May 9, 2016, Hersha Hospitality Trust (the “Company”) issued a press release regarding the redemption of preferred shares set forth under Item 8.01 of this Current Report on Form 8-K. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

On May 9, 2016, the Company announced that it will redeem all 4,600,000 of its outstanding 8.000% Series B Cumulative Redeemable Preferred Shares, $0.01 par value per share (the “Series B Preferred Shares”), at a redemption price per Series B Preferred Share of $25.00 plus accrued and unpaid dividends per share to, but not including, the redemption date of June 8, 2016.

This Current Report on Form 8-K contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. These forward-looking statements relate to the redemption of the Series B Preferred Shares and the date of such redemption. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections or other forward-looking information.

These forward-looking statements are subject to various risks and uncertainties, not all of which are known to the Company and many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. These risks and uncertainties include, but are not limited to, the state of the U.S. economy, supply and demand in the hotel industry and other factors as are described in greater detail in the Company’s filings with the Securities and Exchange Commission, including, without limitation, the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release, issued May 9, 2016, regarding redemption of Series B Preferred Shares.

SIGNATURE

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.

	HERSHA HOSPITALITY TRUST
Date:  May 9, 2016		By:	/s/ Ashish R. Parikh
		Name: Ashish R. Parikh
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, issued May 9, 2016, regarding redemption of Series B Preferred Shares.

EX-99.1

For Immediate Release

NOTICE OF FULL REDEMPTION
8.00% Series B Cumulative Redeemable Preferred Shares (CUSIP: US4278253020)

Philadelphia, PA, May 9, 2016 -- Pursuant to the Articles Supplementary (the “Articles Supplementary”) of Hersha Hospitality Trust, a Maryland real estate investment trust (the “Company”), classifying and designating the Company’s 8.00% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01 per share (the “Series B Preferred Shares”), the Company is hereby providing notice to the holders of the Series B Preferred Shares of the Company’s election to redeem all outstanding Series B Preferred Shares.  This redemption is made at the option of the Company pursuant to Section 5(a) of the Articles Supplementary.  The Company is providing the following information in connection with such election to redeem:

1. The redemption date shall be June 8, 2016 (the “Redemption Date”).

2. The redemption price is equal to $25.00 per Series B Preferred Share, plus accrued and unpaid dividends through the Redemption Date in the amount of $0.3722 per Series B Preferred Share, for a total redemption price per Series B Preferred Share equal to $25.3722 (the “Redemption Price”).

3. All outstanding Series B Preferred Shares (4,600,000 shares) are to be redeemed on the Redemption Date.

4. In order to receive payment of the Redemption Price for your Series B Preferred Shares on the Redemption Date, you must surrender your Series B Preferred Shares, and any certificates evidencing such shares, to American Stock Transfer and Trust Company, LLC (the “Redemption Agent”) on or prior to the Redemption Date at the following address:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

6201 15th Avenue

Brooklyn, NY 11219

5. On or prior to the Redemption Date, the Company will deposit with the Redemption Agent the aggregate Redemption Payment for the 4,600,000 Series B Preferred Shares to be redeemed, to be held in trust for the benefit of the holders of such Series B Preferred Shares.  From and after the Redemption Date, dividends will cease to accrue on the Series B Preferred Shares, such shares shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive payment of the Redemption Price.

For further information please call the Redemption Agent at (800) 937-5449.

Date: May 9, 2016

***

Hersha Hospitality Trust (HT) is a self-advised real estate investment trust in the hospitality sector, which owns and operates high quality upscale hotels in urban gateway markets. The Company's 55 hotels totaling 8,763 rooms are located in New York, Boston, Philadelphia, Washington, DC, Miami and select markets on the West Coast. The Company's shares are traded on The New York Stock Exchange under the ticker “HT”.

Forward Looking Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those reflected in the forward-looking statement. For a description of these factors, please review the information under the heading “Risk Factors” included in Hersha Hospitality Trust’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the U.S. Securities Exchange Commission.

Contact: Ashish Parikh, Chief Financial Officer

Phone: (215) 238-1046