EX-FILING FEES 8 tm246584d2_ex-filingfees.htm EX-FILING FEES

 

Exhibit 107

 

Calculation of Filing Fee Table

Form S-3

(Form Type)

PEBBLEBROOK HOTEL TRUST

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

    Security
Type
  Security
Class Title
  Fee Calculation
or Carry
Forward Rule
  Amount
Registered
    Proposed
Maximum
Offering
Price Per
Unit
    Maximum
Aggregate
Offering
Price
    Fee Rate     Amount of
Registration Fee
    Carry
Forward
Form Type
  Carry
Forward File
Number
  Carry Forward
Initial
effective
date
  Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities to
be Carried
Forward
Newly Registered Securities
Fees to Be Paid   Equity   Common Shares   Rules 456(b) and 457(r)(3)       (1)(2)       (1)(2)       (1)(2)       (3)       (3)                
    Equity   Preferred Shares   Rules 456(b) and 457(r)(3)       (1)(2)       (1)(2)       (1)(2)       (3)       (3)                
    Debt   Debt Securities   Rules 456(b) and 457(r)(3)       (1)(2)       (1)(2)       (1)(2)       (3)       (3)                
    Other   Warrants(4)   Rules 456(b) and 457(r)(3)       (1)(2)       (1)(2)       (1)(2)       (3)       (3)                
    Other   Units(5)   Rules 456(b) and 457(r)(3)       (1)(2)       (1)(2)       (1)(2)       (3)       (3)                
Fees Previously Paid   N/A   N/A   N/A     N/A       N/A       N/A               N/A                  

 

Carry Forward Securities

    Total Offering Amounts                                —                  
    Total Fees Previously Paid                                                  
    Total Fee Offsets                                   $21,820                
    Net Fee Due                                                  
                                                                                     

 

  (1) Omitted pursuant to Form S-3 General Instruction II.E.
  (2) Pebblebrook Hotel Trust (the “registrant”) is registering an unspecified number of securities or aggregate principal amount, as applicable, as may from time to time be offered at unspecified prices and, in addition, an unspecified number of additional common shares of beneficial interest, $0.01 par value per share, of the registrant (the “Common Shares”), as may be issued from time to time upon conversion of any debt securities that are convertible into Common Shares or pursuant to any anti-dilution adjustments with respect to any such convertible debt securities. . Pursuant to Rule 457(i) of the Securities Act, this includes such indeterminate number of Common Shares as may be issued upon conversion of or exchange for any of the registrant’s preferred shares of beneficial interest, $0.01 par value per share (“Preferred Shares”), that provide for conversion or exchange into other securities or upon exercise of warrants for such securities. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.. Pursuant to Rule 416(a) under the Securities Act, there is also being registered such indeterminate number of Common Shares as may be issued from time to time with respect to shares being registered hereunder as a result of share splits, share dividends or similar transactions.
  (3) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of the entire registration fee.
  (4) The warrants covered by this Registration Statement may be preferred share warrants or common share warrants.
  (5) Each unit will be issued under a unit agreement and will represent an interest in one or more Common Shares, Preferred Shares, debt securities or warrants, in any combination.

 

 

 

 

Table 2: Fee Offset Claims and Sources

 

    Registrant or
Filer Name
  Form
or
Filing
Type
  File
Number
  Initial Filing
Date
  Filing
Date
  Fee Offset
Claimed
    Security
Type
Associated
with Fee
Offset
Claimed
    Security
Title
Associated
with Fee
Offset
Claimed
    Unsold
Securities
Associated
with Fee
Offset Claimed
    Unsold Aggregate
Offering Amount
Associated with
Fee Offset
Claimed
    Fee Paid with Fee
Offset Source
Fee Offset Claims Pebblebrook Hotel Trust S-3 333-236577   April 29, 2021     $21,820 (1)   Equity     Common shares of beneficial interest, $0.01 par value per share         $200,000,000    
Fee Offset Sources   Pebblebrook Hotel Trust   S-3   333-236577     April 29, 2021                       $ 21,820

 

  (1) The registrant previously filed a prospectus supplement, dated April 29, 2021, to a prospectus, dated February 21, 2020, constituting part of its Registration Statement on Form S-3 (File No. 333-236577) (the “Prior Registration Statement”) and paid a registration fee relating to the offer and sale of Common Shares with a proposed maximum aggregate offering price of up to $200,000,000 under its then current “at-the-market” program (the “2021 ATM Program”). As of the date of this registration statement, Common Shares having an aggregate offering price of up to $200,000,000 were not sold under the Prior Registration Statement. Pursuant to Rule 457(p) under the Securities Act, so the registration fee of $21,820 that has already been paid and remains unused with respect to securities that were previously registered pursuant to the Prior Registration Statement and were not sold thereunder may be applied to the filing fees payable pursuant to this registration statement. The Prior Registration Statement expired on February 21, 2023.