X0306 4 2020-04-21 0 0001583077 Hospitality Investors Trust, Inc. NONE 0001635392 Mehlman Jonathan P. C/O HOSPITALITY INVESTORS TRUST, INC. PARK AVE TOWER, 65 E. 55TH ST., STE 801 NEW YORK NY 10022 1 1 0 0 CEO and President Common Stock 2020-04-21 4 A 0 134503 0 A 504145.84 D Restricted share units ("RSUs") under the Amended and Restated Employee and Director Incentive Restricted Share Plan of Hospitality Investors Trust, Inc. (the "Company"). Each RSU represents a contingent right to receive one share of common stock of the Company. RSUs vest in three equal installments on each of the first three anniversaries of the grant date, subject to continued employment through the applicable vesting date. Vested RSUs may only be settled in shares of common stock and such settlement generally will be on the earliest of (i) in the calendar year in which the third anniversary of each applicable vesting date occurs, (ii) termination of the reporting person and (iii) a change in control event. /s/ Jonathan P. Mehlman 2020-04-21