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^*

FISHER JEFFREY H

(Last)

(First)

(Middle)

C/O INNKEEPERS USA TRUST

306 ROYAL POINCIANA WAY

(Street)

PALM BEACH

33480

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INNKEEPERS USA TRUST/FL [ KPA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board, CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2003

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 Shares of beneficial interest	12/03/2003		S		52,800	D	$8.5	868,950⁽¹⁾	I	See footnote⁽²⁾
Common Shares of beneficial interest	12/03/2003		S		900	D	$8.51	868,950⁽¹⁾	I	See footnote⁽²⁾
Common Shares of beneficial interest	12/03/2003		S		100	D	$8.54	868,950⁽¹⁾	I	See footnote⁽²⁾
Common Shares of beneficial interest	12/03/2003		S		100	D	$8.56	868,950⁽¹⁾	I	See footnote⁽²⁾

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)
Series A Convertible Preferred Shares	⁽³⁾	12/03/2003		S			3,700	⁽³⁾	⁽³⁾	Common Shares	5,480	$25.3	56,300⁽¹⁾	I	See footnote⁽²⁾

Explanation of Responses:

1. Includes shares owned both directly by the filer and indirectly by Innkeepers Hospitality, Inc. and/or certain of its affiliates ("IH"), which are controlled by filer.

2. The securities sold were owned by IH.

3. With respect to Item 2. and Item 6. of Table II: Each Series A Convertible Preferred Share is convertible by the holder at any time into Common Shares at a rate of 1.4811 Common Shares for each Series A Convertible Preferred Share converted. Series A Convertible Preferred Shares are redeemable by the Issuer at any time on or after May 12, 2003 for a price, payable in cash or Common Shares, equal to the $25 liquidation preference per share of the Series A Convertible Preferred Shares.

	/s/ Jeffrey H. Fisher	12/05/2003
	** 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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