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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ELSZTAIN EDUARDO S (Last) (First) (Middle) HERSHA HOSPITALITY TRUST 510 WALNUT STREET, 9TH FLOOR (Street) PHILADELPHIA PA 19106 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HERSHA HOSPITALITY TRUST [ HT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/24/2011
	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
CLASS A COMMON SHARES OF BENEFICIAL INT	03/24/2011		S		100,000	D	$6.0291	16,005,148	I	See Footnote(1)
CLASS A COMMON SHARES OF BENEFICIAL INT	03/25/2011		S		110,000	D	$6.1267	15,895,148	I	See Footnote(1)
CLASS A COMMON SHARES OF BENEFICIAL INT								11,600	D

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* ELSZTAIN EDUARDO S (Last) (First) (Middle) HERSHA HOSPITALITY TRUST 510 WALNUT STREET, 9TH FLOOR (Street) PHILADELPHIA PA 19106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* INVERSIONES FINANCIERAS DEL SUR STOCK CORP (Last) (First) (Middle) RUTA 8, 17,500, EDIFICIO @3, LOCAL 003 (Street) MONTEVIDEO X3 CP 91609 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Agrology Stock Corp (Last) (First) (Middle) MORENO 877, 21ST FLOOR (Street) BUENOS AIRES C1 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TYRUS STOCK CORP (Last) (First) (Middle) COLONIA 810, OF. 403 (Street) MONTEVIDEO X3 CP 11000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Idalgir Stock Corp (Last) (First) (Middle) ZABALA 1422, 2ND FLOOR (Street) MONTEVIDEO X3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JIWIN STOCK CORP (Last) (First) (Middle) COLONIA 810, OFFICE 403 (Street) MONTEVIDEO URUGUAY (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* REAL ESTATE INVESTMENT GROUP III LP (Last) (First) (Middle) CLARENDON HOUSE, 2 CHURCH STREET (Street) HAMILTON HM CX (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Please see Exhibit.

Remarks:

Form 2 of 2.

	/s/ Eduardo S. Elsztain	03/28/2011
	/s/ Eduardo S. Elsztain, Chairman of the Board for Inversiones Financieras del Sur S.A.	03/28/2011
	/s/ Alejandro G. Elsztain, Chairman of the Board for Agrology S.A.	03/28/2011
	/s/ Eduardo S. Elsztain, Chairman of the Board for Tyrus S.A.	03/28/2011
	/s/ Eduardo S. Elsztain, Chairman of the Board for Idalgir S.A.	03/28/2011
	/s/ Eduardo S. Elsztain, Chairman of the Board for Jiwin S.A.	03/28/2011
	/s/ Eduardo S. Elsztain, Chairman of the Board of Jiwin S.A., General Partner for Real Estate Investment Group III LP	03/28/2011
	** 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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