SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Shah Neil H
(Last) (First) (Middle)
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)
Director 10% Owner
X Officer (give title below) Other (specify below)
President and COO
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2010
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Shares 658,793 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Partnership Units (1) 12/21/2010 4G 171,849 (1) (1) Common Shares 171,849 $0 171,849 I By Neil and Juhi Shah 2008 Family Trust(2)(3)
Partnership Units (1) (1) (1) Common Shares 326,822 326,822 I By The Neil H. Shah 2009 Annuity Trust
Partnership Units (1) (1) (1) Common Shares 832,215 832,215 I By Hasu and Hersha Shah 2004 Trust FBO Neil H. Shah(2)(3)
Partnership Units (1) (1) (1) Common Shares 273,609 273,609 I By Jay H. Shah 2010 Annuity Trust(2)(3)
Explanation of Responses:
1. In general, Partnership Units issued by Hersha Hospitality Limited Partnership (the "Operating Partnership") may be redeemed, beginning one year after their issuance (unless otherwise agreed to by Hersha Hospitality Trust (the "Trust")), for cash equal to the market value of an equivalent number of the Trust's common shares or, at the option of the Trust, the Trust may acquire Partnership Units tendered for redemption by issuing one common share for each Partnership Unit tendered for redemption. Partnership Units have no expiration date.
2. In 2008, the reporting person contributed 772,280 Partnership Units to the Neil H. Shah 2008 Annuity Trust (the "2008 GRAT"), a grantor retained annuity trust for the benefit of the reporting person. In 2009, 421,380 Partnership Units were distributed by the 2008 GRAT to the reporting person, all of which were subsequently contributed by the reporting person to the Neil H. Shah 2009 Annuity Trust (the "2009 GRAT"), a grantor retained annuity trust for the benefit of the reporting person. In 2010, an aggregate of 273,609 Partnership Units were distributed by the 2008 GRAT and 2009 GRAT to the reporting person, all of which were subsequently contributed by the reporting person to the 2010 Neil H. Shah 2010 Annuity Trust (the "2010 GRAT"), a grantor retained annuity trust for the benefit of the reporting person. Upon the maturity of the 2008 GRAT, the remaining 171,849 Partnership Units were distributed by the 2008 GRAT to the Neil and Juhi Shah 2008 Family Trust.
3. The Partnership Units reported in this Form 5 as being indirectly owned by the reporting person were previously reported as being directly owned by the reporting person.
Remarks:
/s/ Ashish R. Parikh as attorney-in-fact for Neil H. Shah 02/14/2011
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.