0001063344-16-000154.txt : 20160510 0001063344-16-000154.hdr.sgml : 20160510 20160510173015 ACCESSION NUMBER: 0001063344-16-000154 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160510 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160510 DATE AS OF CHANGE: 20160510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HERSHA HOSPITALITY TRUST CENTRAL INDEX KEY: 0001063344 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 251811499 STATE OF INCORPORATION: MD FISCAL YEAR END: 1215 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14765 FILM NUMBER: 161637099 BUSINESS ADDRESS: STREET 1: 44 HERSHA DRIVE CITY: HARRISBURG STATE: PA ZIP: 17102 BUSINESS PHONE: 7172364400 MAIL ADDRESS: STREET 1: 44 HERSHA DRIVE CITY: HARRISBURG STATE: PA ZIP: 17102 8-K 1 ht-20160510x8k.htm 8-K 8-K Share Authorization Reduction



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 10, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On May 10, 2016, Hersha Hospitality Trust, a Maryland real estate investment trust (the “Company”), amended its Amended and Restated Declaration of Trust (the “Declaration of Trust”) to decrease the aggregate number of Class A and Class B common shares the Company is authorized to issue from 301,000,000 shares, of which 300,000,000 shares were classified as Class A common shares, $0.01 par value per share, and 1,000,000 were classified as Class B common shares, $0.01 par value per share, to 76,000,000 shares, of which 75,000,000 shares are classified as Class A common shares, $0.01 par value per share, and 1,000,000 are classified as Class B common shares, $0.01 par value per share.  Under the Declaration of Trust, the Board of Trustees of the Company is authorized to amend the Declaration of Trust, without shareholder approval, to increase or decrease the aggregate number of shares of beneficial interest the Company is authorized to issue.

 

A copy of the amendment in the form filed with the Maryland State Department of Assessments and Taxation and declared effective on May 10, 2016 is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

 

 

 

Exhibit No.

 

Description

3.1

 

Articles of Amendment to the Amended and Restated Declaration of Trust, dated May 10, 2016.

 

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 10, 2016

   

By:

 

/s/ Ashish R. Parikh

   

 

   

Name: Ashish R. Parikh

 

   

Title: Chief Financial Officer

 

 

 



 

 

 

EXHIBIT INDEX

 

 

 

 

Exhibit No.

 

Description

3.1

 

Articles of Amendment to the Amended and Restated Declaration of Trust, dated May 10, 2016.

 

 

EX-3.1 2 ht-20160510xex3_1.htm EX-3.1 Exhibit 31 Articles of Amendment

Exhibit 3.1

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 by deleting therefrom in its entirety the first two sentences of Section 1 of Article VI and inserting in lieu thereof two new sentences to read as follows:



The beneficial interest of the Trust shall be divided into shares of beneficial interest (the “Shares”).  The Trust has authority to issue: (i) 76,000,000 common shares of beneficial interest, $0.01 par value per share (“Common Shares”), of which 75,000,000 will be Priority Class A Common Shares (the “Priority Common Shares”) and 1,000,000 will be Class B Common Shares (the “Class B Common Shares”); and (ii) 29,000,000 preferred shares of beneficial interest, $0.01 par value per share (“Preferred Shares”).



SECOND:  The total number of shares of beneficial interest which the Trust had authority to issue immediately prior to the foregoing amendment of the Declaration was (i) 301,000,000 common shares of beneficial interest, $0.01 par value per share, consisting of 300,000,000 Priority Class A Common Shares and 1,000,000 Class B Common Shares; and (ii) 29,000,000 preferred shares of beneficial interest, $0.01 par value per share.  The aggregate par value of all authorized shares of beneficial interest having par value was $3,300,000.



THIRD:  The total number of shares of beneficial interest which the Trust has authority to issue pursuant to the foregoing amendment of the Declaration is 76,000,000 common shares of beneficial interest, $0.01 par value per share, consisting of 75,000,000 Priority Class A Common Shares and 1,000,000 Class B Common Shares; and (ii) 29,000,000 preferred shares of beneficial interest, $0.01 par value per share.  The aggregate par value of all authorized shares of beneficial interest having par value is $1,050,000.



FOURTH:  The amendment to the Declaration as set forth above has been duly approved by the Board of Trustees of the Trust as required by law.  Pursuant to Section 8-203(a)(8) of the Maryland REIT Law and Section 1 of Article VI of the Declaration, no shareholder approval was required.



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 10th day of May, 2016.









ATTEST:

HERSHA HOSPITALITY TRUST



 

 

 

/s/ Michael R. Gillespie

By: /s/ Ashish R. Parikh (SEAL)

Name:  Michael R. Gillespie

    Name:  Ashish R. Parikh

Title:  Chief Accounting Office & Assistant Corporate Secretary

    Title:    Chief Financial Officer and Assistant Corporate       Secretary



 

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