X0306 4 2014-03-01 0001418121 Apple Hospitality REIT, Inc. NONE 0001249423 MCKENNEY DAVID S 814 EAST MAIN STREET RICHMOND VA 23219 1 President of Capital Markets Common Shares 2014-03-01 4 A 0 727306.5940 0 A 727306.5940 D Common Shares 2014-03-01 4 A 0 363653.2970 0 A 1090959.8910 D Common Shares 2014-03-01 4 A 0 309105.3020 0 A 1400065.1930 D Series B Preferred 2014-03-01 4 J 0 30090.0000 0 A 30090.0000 D Series B Preferred 2014-03-01 4 D 0 30090.0000 0 D 0.0000 D Pursuant to Section 5.1(f) of the articles of incorporation, upon conversion, each Series B Preferred Share of the issuer automatically converts into 24.17104 Common Shares of the issuer. There was no active trading market for the Series B Preferred Shares or Common Shares as of March 1, 2014. In the joint proxy statement/prospectus of the mergers detailed in footnotes 2 and 3 below, the preliminary estimate of the fair value of the Common Shares as of 9/30/2013 for purposes of the Unaudited Pro Forma Condensed Consolidated Financial Statements was $10.00 per Common Share. Received in exchange for 15,045 Series B Preferred Shares of Apple REIT Seven, Inc. (Apple Seven) in connection with the merger of Apple Seven into a wholly-owned subsidiary of the issuer (the Apple Seven Merger). There was no active trading market for Apple Seven Series B Preferred Shares or Apple Nine Common Shares as of the date of the Apple Seven Merger. In the joint proxy statement/prospectus of the Apple Seven Merger, the preliminary estimate of the fair value of Apple Nine Common Shares as of 9/30/2013 for purposes of the Unaudited Pro Forma Condensed Consolidated Financial Statements was $10.00 per Apple Nine Common Share. Received in exchange for 15,045 Series B Preferred Shares of Apple REIT Eight, Inc. (Apple Eight) in connection with the merger of Apple Eight into a wholly-owned subsidiary of the issuer (the Apple Eight Merger). There was no active trading market for Apple Eight Series B Preferred Shares or Apple Nine Common Shares as of the date of the Apple Eight Merger. In the joint proxy statement/prospectus of the Apple Eight Merger, the preliminary estimate of the fair value of Apple Nine Common Shares as of 9/30/2013 for purposes of the Unaudited Pro Forma Condensed Consolidated Financial Statements was $10.00 per Apple Nine Common Share. Glade M. Knight, the record holder of all the outstanding Series B Preferred Shares of the issuer, previously agreed to assign certain benefits (if any) to the reporting person associated with 30,090 Series B Preferred Shares, including the right of conversion upon the occurrence of certain events. The right of conversion was exercised on March 1, 2014 as a condition to the mergers detailed in footnotes 2 and 3 above. Kelly C. Clarke, Attorney-in-fact 2014-03-04