X0306 5 2014-12-31 0 0 0001063344 HERSHA HOSPITALITY TRUST HT 0001330059 Shah Neil H 44 HERSHA DRIVE HARRISBURG PA 17102 0 1 0 0 President and COO Class A Common Shares of Beneficial Interest 1397830 D Class A Common Shares of Beneficial Interest 300000 I By Neil and Juhi Shah 2008 Family Trust On December 23, 2014, the Reporting Person filed a Form 4 reporting 1,378,530 Class A common shares of beneficial interest directly owned. This Form 5 is being filed to correct the number of shares directly owned to 1,397,830. The correction is due to shares issued as a result of participating in a dividend reinvestment plan. There have been no acquisitions or dispositions by the Reporting Person of securities issued by Hersha Hospitality Trust since December 23, 2014. The Reporting Person disclaims beneficial ownership of these securities, as this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or any other purpose. /s/ Ashish R. Parikh, as attorney-in-fact 2015-02-13