8-A12B 1 form8aseriesc.htm 8-A12B Form 8A Series C


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PEBBLEBROOK HOTEL TRUST
(Exact name of registrant as specified in its charter)
Maryland
 
27-1055421
(State of incorporation or organization)
 
(IRS Employer Identification No.)


2 Bethesda Metro Center, Suite 1530
Bethesda, Maryland
 
20814
(Address of principal executive offices)
 
(Zip Code)




Securities registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered
 
Name of each exchange on which
each class is to be registered
6.50% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share
 
New York Stock Exchange


If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.  x
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.  o

Securities Act registration statement file number to which this form relates (if applicable): File No. 333-173468

Securities registered pursuant to Section 12(g) of the Act: None





Item 1. Description of Registrant’s Securities to be Registered.
The description of the Registrant’s 6.50% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share, contained under the caption “Description of Shares of Beneficial Interest” set forth in the Registrant’s Registration Statement on Form S-3 (File No. 333-173468), which became effective upon filing with the Securities and Exchange Commission on April 13, 2011, and under the heading “Description of the Series C Preferred Shares” in the Registrant’s Prospectus Supplement thereto, dated March 11, 2013 and filed pursuant to Rule 424(b) on March 12, 2013, is incorporated herein by reference.

Item 2. Exhibits.    
Exhibit No.
 
Description
3.1
 
Declaration of Trust, as amended, of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K filed on February 21, 2012 (File No. 001-34571)).
3.2
 
Articles Supplementary to the Declaration of Trust of the Registrant designating the 6.50% Series C Cumulative Redeemable Preferred Shares, $0.01 par value per share.
3.3
 
Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-11 filed on July 13, 2010 (File No. 333-168078)).




SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
 
 
 
PEBBLEBROOK HOTEL TRUST
 
 
 
 
Date: March 14, 2013
 
By:
/s/ Raymond D. Martz
 
 
Name:
Raymond D. Martz
 
 
Title:
Executive Vice President, Chief Financial Officer, Treasurer and Secretary










EXHIBIT INDEX

Exhibit No.
 
Description
3.1
 
Declaration of Trust, as amended, of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K filed on February 21, 2012 (File No. 001-34571)).
3.2
 
Articles Supplementary to the Declaration of Trust of the Registrant designating the 6.50% Series C Cumulative Redeemable Preferred Shares, $0.01 par value per share.
3.3
 
Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-11 filed on July 13, 2010 (File No. 333-168078)).