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* Richmond Hill Investment Co., LP (Last) (First) (Middle) 375 HUDSON STREET, 12TH FLOOR (Street) NEW YORK NY 10014 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MHI Hospitality CORP [ MDH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%
	3. Date of Earliest Transaction (Month/Day/Year) 06/18/2012
	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
Series A Cumulative Redeemable Preferred Stock	06/18/2012		J(8)		921.088	D	$1,067.89	1,117.32(9)	D(1)(2)(3)
Series A Cumulative Redeemable Preferred Stock								1,117.32(9)	I	See Footnotes(1)(2)(3)(4)(5)(6)(7)

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* Richmond Hill Investment Co., LP (Last) (First) (Middle) 375 HUDSON STREET, 12TH FLOOR (Street) NEW YORK NY 10014 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%

1. Name and Address of Reporting Person* Richmond Hill Capital Partners, LP (Last) (First) (Middle) 375 HUDSON STREET, 12TH FLOOR (Street) NEW YORK NY 10014 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%

1. Name and Address of Reporting Person* Richmond Hill Advisors, LLC (Last) (First) (Middle) 375 HUDSON STREET, 12TH FLOOR (Street) NEW YORK NY 10014 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%

1. Name and Address of Reporting Person* Richmond Hill Capital Management, LLC (Last) (First) (Middle) 375 HUDSON STREET, 12TH FLOOR (Street) NEW YORK NY 10014 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%

1. Name and Address of Reporting Person* Taylor Ryan P. (Last) (First) (Middle) 375 HUDSON STREET, 12TH FLOOR (Street) NEW YORK NY 10014 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%

Explanation of Responses:

1. The Reporting Persons listed on this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 shall not be deemed to be an admission that the Reporting Persons are members of such a group.

2. The Reporting Persons listed on this Form 4 may be deemed members of a group with Essex Illiquid, LLC and certain of its affiliates (collectively, the "Essex Entities"), which are separately filing a Form 4 with respect to equity securities of the Issuer on the date hereof. The filing of this Form 4 shall not be deemed to be an admission that the Reporting Persons are members of such a group with any of the Essex Entities and the Reporting Persons disclaim beneficial ownership of any securities beneficially owned by the Essex Entities.

3. The amount of securities shown in this row is owned directly by Richmond Hill Capital Partners, LP (the "Fund").

4. As the general partner of the Fund, Richmond Hill Advisors, LLC (the "General Partner") may be deemed to be a beneficial owner of the Issuer's securities held by the Fund. The General Partner disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Fund.

5. As the investment manager of the Fund, Richmond Hill Investment Co., LP (the "Investment Manager") may be deemed to be a beneficial owner of the Issuer's securities held by the Fund. The Investment Manager disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of its pecuniary interest, if any.

6. As the general partner of the Investment Manager, Richmond Hill Capital Management, LLC (the "Investment Manager GP") may be deemed to be a beneficial owner of the Issuer's securities held by the Fund. The Investment Manager GP disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Exchange Act or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Investment Manager.

7. Ryan P. Taylor (the "Individual Reporting Person"), as the sole member of each of the General Partner and the Investment Manager GP, may be deemed to be a beneficial owner of the Issuer's securities held by the Fund. The Individual Reporting Person disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of his pecuniary interest, if any.

8. Redemption by issuer.

9. Includes dividends paid in kind.

	/s/ Ryan P. Taylor, as authorized signatory for Richmond Hill Investment Co., LP	06/20/2012
	/s/ Ryan P. Taylor, as authorized signatory for Richmond Hill Capital Partners, LP	06/20/2012
	/s/ Ryan P. Taylor, as authorized signatory for Richmond Hill Advisors, LLC	06/20/2012
	/s/ Ryan P. Taylor, as authorized signatory for Richmond Hill Capital Management, LLC	06/20/2012
	/s/ Ryan P. Taylor	06/20/2012
	** 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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