S-8

As filed with the Securities and Exchange Commission on May 31, 2023

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM S-8
REGISTRATION STATEMENTUNDER
THE SECURITIES ACT OF 1933

HERSHA HOSPITALITY TRUST

(Exact name of registrant as specified in its charter)

Maryland		25-1811499
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
	44 Hersha Drive
	Harrisburg, Pennsylvania 17102
	(717) 236-4400
(Address of principal executive offices, including zip code)
Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan
	(Full title of the plan)
	Ashish R. Parikh
	Chief Financial Officer
	44 Hersha Drive
	Harrisburg, Pennsylvania 17102
	(717) 236-4400
	Copy to:
	James V. Davidson
	Hunton Andrews Kurth LLP
	600 Travis Street, Suite 4200
	Houston, Texas 77002
	Tel (713) 220-4200
	Fax (713) 320-4285
(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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

1

Explanatory Note

On March 2, 2012, May 22, 2014, February 28, 2020, and February 24, 2022, Hersha Hospitality Trust (the “Company”) filed with the Securities Exchange Commission (the “Commission”) registration statements on Form S-8, (File Nos. 333-179847, 333-196181, 333-236763 and 333-262975), respectively (collectively the “Prior Registration Statements”), relating to the registration of 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 and restated through the date hereof, the “Plan”).

This registration statement is filed by the Company on Form S-8 to register an additional 3,000,000 common shares issuable pursuant to the Plan. 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 Registration Statements to the extent not modified, amended or superseded by this registration statement.

2

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Company incorporates by reference in this Registration Statement the following documents and information previously filed with the Commission, which shall be deemed a part hereof:

(1) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Commission on February 23, 2023;

(2) The Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended on March 31, 2023, filed with the Commission on April 27, 2023;

(3) The information specifically incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 from its Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 13, 2023;

(4) The Company’s Current Reports on Form 8-K filed with the Commission on January 4, 2023; and

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed with the Commission by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and all reports on Form 8-K subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.    Exhibits.

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 Annual Report on Form 10-K filed by Hersha Hospitality Trust on February 23, 2018 and incorporated by reference herein).
4.2	Amended and Restated Bylaws of Hersha Hospitality Trust (filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q, filed by Hersha Hospitality Trust on April 27, 2017 and incorporated by reference herein).
4.3	Form of Common Share Certificate (filed with the SEC as Exhibit 4.1 to the Annual Report on Form 10-K filed by Hersha Hospitality Trust on February 23, 2018 and incorporated by reference herein).
4.4	Description of Securities (filed with the SEC as Exhibit 4.13 to the Annual Report on Form 10-K filed by Hersha Hospitality Trust on February 25, 2020 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	Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan, amended as of May 27, 2021 (incorporated by reference to Appendix A to Hersha Hospitality Trust's Definitive Proxy Statement filed on April 16, 2021).
99.2	Amendment to the Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan (filed as Appendix A to the Company’s definitive proxy statement on Schedule 14A filed on April 13, 2023, and incorporated by reference herein).
107	Calculation of Filing Fee Tables*

* Filed herewith.

3

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 31, 2023.

HERSHA HOSPITALITY TRUST

By:    /s/ Ashish R. Parikh    
    Ashish R. Parikh
    Chief Financial Officer
    (Principal Financial Officer)

4

POWER OF ATTORNEY

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 31, 2023.

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

5

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

HERSHA HOSPITALITY TRUST
(Exact name of registrant, sponsor and depositor as specified in its charter)
Table 1: Newly Registered Securities
	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Fees to Be Paid	Equity	Priority Class A common shares of beneficial interest	—	3,000,000 (1)	$5.85 (2)	—	0.00011020	$1,934.01
Fees Previously Paid			457(o)	—	—
Total Offering Amounts
Total Fees Previously Paid
Total Fee Offsets								$7,840 (3)
Net Fee Due								$0

Table 2: Fee Offset Claims and Sources

	Registrant or Filer Name	Form or Filer Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rule 457(b)
Fee Offset Claims		—	—	—		—
Fee Offset Sources	—	—	—		—
Rule 457(p)
Fee Offset Claims	—	—	—	—		—	—	—	—	—	—
Fee Offset Sources	—	—	—		—						—

Table 3: Combined Prospectuses

Security Type	Security Class Title	Amount of Securities Previously Registered	Maximum Aggregate Offering Price of Securities Previously Registered	Form Type	File Number	Initial Effective Date
—	—	—	—	—	—	—

(1)    This registration statement covers, in addition to the number of shares of Hersha Hospitality Trust, a Maryland real estate investment trust (the “Company” or the “Registrant”), common stock, par value $0.01 per share (the “Common Stock”), stated above, options and other rights to purchase or acquire the Common Stock covered by this registration statement and, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the Hersha Hospitality Trust 2012 Equity Incentive Plan, as amended (the “Plan”) as a result of one or more adjustments under the Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.    

(2)    Calculated pursuant to Rules 457(c) and (h) of the Securities Act, based upon the average of the high and low sale prices of the Common Stock reported on the New York Stock Exchange on May 30, 2023.

(3)    The registrant previously registered $400,000,000 in aggregate offering price of securities pursuant to the Registration Statement on Form S-3 (No. 333-236758) filed with the SEC on February 28, 2020 and declared effective on May 15, 2020 (the “2020 Registration Statement”). Pursuant to Rule 415(a)(6) under the Securities Act, the Registrant is carrying forward to this Registration Statement $400,000,000 in aggregate offering price of securities that were initially registered under the 2020 Registration Statement and remain unsold (the “Unsold Securities”). The Registrant previously paid a filing fee of $51,920 with respect to the Unsold Securities (based on the filing fee rate in effect at the time of the filing of the 2020 Registration Statement). The registrant later registered $400,000,000 in aggregate offering price of securities pursuant to the Registration Statement on Form S-3 (No. 333-271590) filed with the SEC on May 3, 2023 and declared effective on May 12, 2023 (the “2023 Registration Statement”). The filing fee for the securities registered pursuant to the 2023 Registration Statement was $44,080 (based on the filing fee rate in effect at the time of the filing of the 2023 Registration Statement). After the payment of fees in connection with the filing of the 2023 Registration Statement, the portion of the 2020 Registration Statement filing fee that remains available is $7,840. Accordingly, the registrant hereby claims a fee offset in such amount pursuant to Rule 457(p).

EX-5.1

Exhibit 5.1

May 31, 2023

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 3,000,000 Priority Class A common shares of beneficial interest, $0.01 par value per share (“Common Shares”), of the Company (the “Shares”) issuable under the Company’s Amended and Restated 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

May 31, 2023

Page 2

        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 the Declaration of Trust or 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 agreement entered into in connection therewith, at the time of any exercise or exchange of such Option.

Hersha Hospitality Trust

May 31, 2023

Page 3

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

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 be validly 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 federal law or the laws of any other jurisdiction. 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 admit that 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

We consent to the use of our reports dated February 23, 2023, with respect to the consolidated financial statements of Hersha Hospitality Trust, and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP

Philadelphia, Pennsylvania
May 30, 2023