SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Richmond Hill Investments, LLC

(Last) (First) (Middle)
375 HUDSON STREET,
12TH FLOOR

(Street)
NEW YORK NY 10014

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MHI Hospitality CORP [ MDH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
3. Date of Earliest Transaction (Month/Day/Year)
06/18/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Series A Cumulative Redeemable Preferred Stock 06/18/2012 J(6) 10,592.514 D $1,067.89 12,849.196(7) D(1)(2)(3)
Series A Cumulative Redeemable Preferred Stock 12,849.196(7) I See footnotes(1)(2)(3)(4)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Richmond Hill Investments, LLC

(Last) (First) (Middle)
375 HUDSON STREET,
12TH FLOOR

(Street)
NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
Essex Illiquid, LLC

(Last) (First) (Middle)
C/O RICHMOND HILL INVESTMENTS, LLC
375 HUDSON STREET, 12TH FLOOR

(Street)
NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
Maher Basil

(Last) (First) (Middle)
C/O RICHMOND HILL INVESTMENTS, LLC
70 S. ORANGE AVE. SUITE 105

(Street)
LIVINGSTON NJ 07039

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
Maher M. Brian

(Last) (First) (Middle)
C/O RICHMOND HILL INVESTMENTS, LLC
70 S. ORANGE AVE. SUITE 105

(Street)
LIVINGSTON NJ 07039

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
Explanation of Responses:
1. The Reporting Persons listed on this Form 4 maybe be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 shall not be deemed to be an admission that the Reporting Persons are members of such group.
2. The Reporting Persons listed on this Form 4 may be deemed members of a group with Richmond Hill Capital Partners, LP and certain of its affiliates (collectively, the "Richmond Hill Entities"), which are separately filing a Form 4 with respect to equity securities of the Issuer on the date hereof. The filing of this Form 4 shall not be deemed to be an admission that the Reporting Persons are members of such group with any of the Richmond Hill Entities and the Reporting Persons disclaim beneficial ownership of any securities beneficially owned by the Richmond Hill Entities.
3. The amount of securities shown in this row is owned directly by Essex Illiquid, LLC (the "Fund").
4. As the investment adviser of the Fund, Richmond Hill Investments, LLC (the "Investment Adviser") may be deemed to be a beneficial owner of the Issuer's securities held by the Fund. The Investment Adviser disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 (as amended, the "Exchange Act"), except to the extent of its pecuniary interest, if any.
5. Each of Basil Maher and M. Brian Maher (collectively, the "Individual Reporting Persons"), as a member of the investment committee of the Fund, may be deemed to be a beneficial owner of the Issuer's securities held by the Fund. Each of the Individual Reporting Persons disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest, if any.
6. Redemption by Issuer.
7. Includes dividends paid in kind.
/s/ John Liu, as chief executive officer of Richmond Hill Investments, LLC 06/20/2012
/s/ John Liu, as authorized signatory for Essex Illiquid, LLC 06/20/2012
/s/ Basil Maher 06/20/2012
/s/ M. Brian Maher 06/20/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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