SEC FORM 4

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^*

Boekelheide Kerry W

(Last)

(First)

(Middle)

2701 SOUTH MINNESOTA AVE., STE. 6

(Street)

SIOUX FALLS

57105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Summit Hotel Properties, Inc. [ INN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/14/2011		D⁽¹⁾		1,000	D	$1	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
OP Units⁽²⁾	⁽³⁾	02/14/2011		J⁽⁴⁾		17,000		02/14/2012	⁽⁵⁾	Common Stock	17,000	⁽⁶⁾	17,000	D
OP Units⁽²⁾	⁽³⁾	02/14/2011		J⁽⁴⁾		1,109,164		02/14/2012	⁽⁵⁾	Common Stock	1,109,164	⁽⁶⁾	1,109,164	I	See footnote⁽⁷⁾
OP Units⁽²⁾	⁽³⁾	02/14/2011		J		74,829		02/14/2012	⁽⁵⁾	Common Stock	74,829	⁽⁶⁾	1,183,993	I	See footnote⁽⁸⁾
OP Units⁽²⁾	⁽³⁾	02/14/2011		J⁽⁴⁾		316,886		02/14/2012	⁽⁵⁾	Common Stock	316,886	⁽⁶⁾	1,500,879	I	See footnote⁽⁹⁾
Employee Stock Options (right to buy)	$9.75	02/14/2011		A⁽¹⁰⁾		376,000		02/14/2012⁽¹¹⁾	02/13/2021	Common Stock	376,000	$0.00	376,000	D

Explanation of Responses:

1. The Reporting Person acquired 1,000 shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") in connection with the formation and capitalization of the Issuer at a cost of $1,000. The Issuer repurchased these shares for $1,000 upon closing of the Issuer's initial public offering.

2. Represents common units of limited partnership interest ("OP Units") in Summit Hotel OP, LP, the operating partnership of the Issuer (the "Operating Partnership"). The Issuer is the sole member of the general partner of the Operating Partnership.

3. Holders of OP Units have redemption rights that enable them to cause the Operating Partnership to redeem their OP Units for cash or, at the option of the Issuer, for shares of Common Stock on a one-for-one basis beginning one year after the issuance of the OP Units.

4. The OP Units were issued either pursuant to (a) a contribution agreement between the Operating Partnership and The Summit Group, Inc. ("SGI"), which is wholly owned by the Reporting Person, pursuant to which SGI contributed its Class B membership interest in Summit Group of Scottsdale, Arizona, LLC ("Summit of Scottsdale") to the Operating Partnership or (b) a merger agreement between the Operating Partnership and its predecessor, Summit Hotel Properties, LLC (the "LLC"), pursuant to which the LLC merged with and into the Operating Partnership (the "Merger").

5. Not applicable.

6. The value of each OP Unit was $9.75 as of the Transaction Date, based on the price per share of Common Stock at the time of the Issuer's initial public offering.

7. 1,109,164 OP Units were issued to SGI in the Merger in exchange for its membership interests in the LLC.

8. 74,829 OP Units were issued to SGI in the Merger in exchange for its Class B membership interest in Summit of Scottsdale.

9. 316,886 OP Units were issued to entities affiliated with the Reporting Person other than SGI, over which the Reporting Person shares voting and investment power with individuals who are not affiliated with the Issuer.

10. The options were granted pursuant to the Issuer's 2011 Equity Incentive Plan in connection with the initial public offering of the Issuer.

11. The options will vest ratably on the first five anniversaries of the date of grant subject to the Reporting Person's continued employment with the Issuer.

Remarks:

	/s/ Mark W. Wickersham, as Attorney-in-Fact	02/15/2011
	** 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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