S-8

As filed with the Securities and Exchange Commission on November 9, 2018

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Chesapeake Lodging Trust

(Exact name of registrant as specified in its charter)

Maryland	27-0372343
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
4300 Wilson Boulevard, Suite 625, Arlington, VA	22203
(Address of principal executive offices)	(Zip Code)

Chesapeake Lodging Trust Equity Plan

(Full title of the Plan)

Douglas W. Vicari

Chief Financial Officer

4300 Wilson Boulevard, Suite 625

Arlington, Virginia 22203

(Name and address of agent for service)

(571) 349-9450

(Telephone number, including area code, of agent for service)

Copy to:

Kevin L. Vold

Polsinelli PC

1401 Eye Street, NW

Washington, D.C. 20005

(202) 783-3300

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ☒	Accelerated filer  ☐
Non-accelerated filer  ☐	Smaller reporting company  ☐
	Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price per Share (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee (3)
Common Shares of Beneficial Interest, par value $0.01 per share	1,250,000	$28.94	$36,175,000	$4,384.41

(1) Represents additional common shares of beneficial interest (the “Common Shares”) of Chesapeake Lodging Trust (the “Trust”) reserved for issuance under the Chesapeake Lodging Trust Equity Plan, as amended and restated as of June 14, 2018 (the “Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an additional indeterminate amount of shares to be offered or sold pursuant to the Plan and shares that may become issuable under the Plan by reason of certain corporate transactions or events, including any share dividend, share split, recapitalization or any other similar adjustment of the Trust’s outstanding Common Shares.

(2) Represents the average of the high and the low sales prices per Common Share of the Trust as reported on the New York Stock Exchange on November 5, 2018.

(3) Computed in accordance with Rule 457(c) and (h) under the Securities Act.

PART I

EXPLANATORY STATEMENT

We are filing this registration statement to register an additional 1,250,000 Common Shares for issuance pursuant to the Plan. The amendment and restatement of the Plan, including the increase in the number of Common Shares authorized for issuance thereunder, the extension of the term and certain other changes provided for therein, was described in our definitive Proxy Statement for our 2018 Annual Meeting of Shareholders and was approved by our shareholders at our 2018 Annual Meeting of Shareholders held on June 14, 2018. Pursuant to General Instruction E to Form S-8, the contents of the earlier registration statements related to the Plan on Form S-8 filed on January 27, 2010 (File No. 333-164537), February 16, 2011 (File No. 333-172311), and June 1, 2012 (File No. 333-181840) are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which the Trust has previously filed with the Securities and Exchange Commission (the “Commission”), are hereby incorporated by reference into this registration statement:

(1) The Trust’s Annual Report on Form 10-K for the year ended December 31, 2017;

(2) The Trust’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018; June 30, 2018 and September 30, 2018;

(3) The Trust’s Current Reports on Form 8-K filed with the Commission on June 1, 2018; June 8, 2018; and June 14, 2018; and

(4) The description of the Trust’s Common Shares contained in its Registration Statement on Form 8-A, and all amendments or reports filed for the purpose of updating such description.

In addition, all documents and reports subsequently filed by the Trust pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents or reports. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 8. Exhibits.

Exhibit No.	Description
5.1	Opinion of Polsinelli PC regarding the validity of the common shares registered hereby
10.1	Chesapeake Lodging Trust Equity Plan, as Amended and Restated as of June  14, 2018 (incorporated by reference to Exhibit 10.3 to the Trust’s Quarterly Report on Form 10-Q, dated July 27, 2018)
23.1	Consent of Ernst & Young LLP
23.2	Consent of Polsinelli PC (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page hereto)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the county of Arlington, Commonwealth of Virginia, on November 9, 2018.

	CHESAPEAKE LODGING TRUST
By:	/S/ JAMES L. FRANCIS
	James L. Francis
	President and Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned trustees and officers of Chesapeake Lodging Trust, a Maryland real estate investment trust, do hereby constitute and appoint James L. Francis, Douglas W. Vicari and Graham J. Wootten and each and any of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things in our names and on our behalf in our capacities as trustees and officers and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents may deem necessary or advisable to enable said trust to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto; and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, the registration statement has been signed by the following persons in the capacities indicated on November 9, 2018.

Signature	Title
/S/ JAMES L. FRANCIS James L. Francis	Trustee, President and Chief Executive Officer (Principal Executive Officer)
/S/ DOUGLAS W. VICARI Douglas W. Vicari	Trustee, Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/S/ GRAHAM J. WOOTTEN Graham J. Wootten	Senior Vice President, Chief Accounting Officer and Secretary (Principal Accounting Officer)
/S/ THOMAS A. NATELLI Thomas A. Natelli	Chairman of the Board of Trustees
/S/ ANGELIQUE G. BRUNNER Angelique G. Brunner	Trustee
/S/ THOMAS D. ECKERT Thomas D. Eckert	Trustee
/S/ JOHN W. HILL John W. Hill	Trustee
/S/ JEFFREY D. NUECHTERLEIN Jeffrey D. Nuechterlein	Trustee

EX-5.1

Exhibit 5.1

November 9, 2018

Board of Trustees

Chesapeake Lodging Trust

4300 Wilson Boulevard, Suite 625

Arlington, Virginia 22203

Ladies and Gentlemen:

We are acting as counsel to Chesapeake Lodging Trust, a Maryland real estate investment trust (the “Trust”), in connection with its registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the proposed offering of up to 1,250,000 newly issued common shares of beneficial interest, par value $.01 per share (the “Common Shares”) of the Trust (the “Shares”), all of which may be issued by the Trust pursuant to the Chesapeake Lodging Trust Equity Plan, as amended and restated as of June 14, 2018 (the “Plan”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). We also have assumed that the Shares will not be issued in violation of the ownership limit contained in the Trust’s Articles of Amendment and Restatement of Declaration of Trust. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland and applicable provisions of the Maryland General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.

Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) effectiveness of the Registration Statement, (ii) issuance of the Shares pursuant to the terms of the Plan and the applicable award agreements, and (iii) receipt by the Trust of the consideration for the Shares specified in the applicable resolutions of the Board of Trustees or Compensation Committee thereof, and in the Plan and the applicable award agreements, the Shares will be validly issued, fully paid and non-assessable.

This opinion letter has been prepared for your use in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

/s/ POLSINELLI PC

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Chesapeake Lodging Trust Equity Plan of our reports dated February 15, 2018, with respect to the consolidated financial statements and schedule of Chesapeake Lodging Trust and the effectiveness of internal control over financial reporting of Chesapeake Lodging Trust included in its Annual Report (Form 10-K) for the year ended December 31, 2017, filed with the Securities and Exchange Commission.

/s/ Ernst and Young LLP

Tysons, Virginia

November 9, 2018