X0305 4 2012-03-26 0 0001063344 HERSHA HOSPITALITY TRUST HT 0001336073 Gillespie Michael R 510 WALNUT STREET 9TH FLOOR PHILADELPHIA PA 19106 0 1 0 0 Chief Accounting Officer Class A Common Shares of Beneficial Interest 2012-03-26 4 A 0 34335 0 A 118916 D Class A Common Shares of Beneficial Interest 2012-03-27 4 S 0 6667 5.5151 D 112249 D Series A Preferred Stock 2012-03-27 4 S 0 1053 25.5237 D 947 I By Wife With respect to the common shares sold on March 27, 2012, all of which were held directly by the reporting person, the price reported in Column 4 is a weighted average price. These common shares were sold on the same day in multiple open market transactions executed by a broker-dealer at prices ranging from $5.51000 to $5.52570, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust ("Hersha"), any security holder of Hersha or the staff of the SEC, upon request, full information regarding the number of common shares sold at each separate price within the range set forth in footnote (1) to this Form 4. With respect to the preferred shares sold on March 27, 2012, all of which were indirectly owned by the reporting person's wife, the price reported in Column 4 is a weighted average price. These preferred shares were sold in multiple transactions at prices ranging from $25.50 to $25.55, inclusive. The reporting person undertakes to provide to Hersha, any security holder of Hersha or the staff of the SEC, upon request, full information regarding the number of preferred shares sold at each separate price within the range set forth in footnote (2) to this Form 4. /s/ Ashish R. Parikh as attorney-in-fact for Michael R. Gillespie 2012-03-27