0000900440-12-000118.txt : 20120906 0000900440-12-000118.hdr.sgml : 20120906 20120906193422 ACCESSION NUMBER: 0000900440-12-000118 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120904 FILED AS OF DATE: 20120906 DATE AS OF CHANGE: 20120906 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HERSHA HOSPITALITY TRUST CENTRAL INDEX KEY: 0001063344 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 251811499 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 44 HERSHA DRIVE CITY: HARRISBURG STATE: PA ZIP: 17102 BUSINESS PHONE: 7172364400 MAIL ADDRESS: STREET 1: 44 HERSHA DRIVE CITY: HARRISBURG STATE: PA ZIP: 17102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: IRSA INVESTMENTS & REPRESENTATIONS INC CENTRAL INDEX KEY: 0000933267 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14765 FILM NUMBER: 121078117 BUSINESS ADDRESS: STREET 1: BOLIVAR 108 CITY: BUENOS AIRES STATE: C1 ZIP: C1066AAD BUSINESS PHONE: 00541143237449 MAIL ADDRESS: STREET 1: BOLIVAR 108 CITY: BUENOS AIRES STATE: C1 ZIP: C1066AAD REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INVERSIONES FINANCIERAS DEL SUR STOCK CORP CENTRAL INDEX KEY: 0001476654 STATE OF INCORPORATION: X3 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14765 FILM NUMBER: 121078121 BUSINESS ADDRESS: STREET 1: RUTA 8, KM. 17.500 STREET 2: EDIFICIO 3, LOCAL 3 CITY: MONTEVIDEO STATE: X3 ZIP: 91600 BUSINESS PHONE: (5982)5182217 MAIL ADDRESS: STREET 1: RUTA 8, KM. 17.500 STREET 2: EDIFICIO 3, LOCAL 3 CITY: MONTEVIDEO STATE: X3 ZIP: 91600 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TYRUS STOCK CORP CENTRAL INDEX KEY: 0001476667 STATE OF INCORPORATION: X3 FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14765 FILM NUMBER: 121078120 BUSINESS ADDRESS: STREET 1: PLAZA INDEPENDENCIA 811, PB CITY: MONTEVIDEO STATE: X3 ZIP: 11100 BUSINESS PHONE: (5982)9021515 MAIL ADDRESS: STREET 1: PLAZA INDEPENDENCIA 811, PB CITY: MONTEVIDEO STATE: X3 ZIP: 11100 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ifis LTD CENTRAL INDEX KEY: 0001477078 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14765 FILM NUMBER: 121078122 BUSINESS ADDRESS: STREET 1: MINTFLOWER PLACE, 4TH FLOOR STREET 2: 8 PAR-LA-VILLE ROAD CITY: HAMILTON STATE: D0 ZIP: HM 08 BUSINESS PHONE: (54)1151667000 MAIL ADDRESS: STREET 1: FLORIDA 537, PISO 18? CITY: BUENOS AIRES STATE: C1 ZIP: C1005AAK REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JIWIN STOCK CORP CENTRAL INDEX KEY: 0001478101 STATE OF INCORPORATION: X3 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14765 FILM NUMBER: 121078118 BUSINESS ADDRESS: STREET 1: PLAZA INDEPENDENCIA 811, PB CITY: MONTEVIDEO STATE: X3 ZIP: 11100 BUSINESS PHONE: (5982)9021515 MAIL ADDRESS: STREET 1: PLAZA INDEPENDENCIA 811, PB CITY: MONTEVIDEO STATE: X3 ZIP: 11100 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Idalgir Stock Corp CENTRAL INDEX KEY: 0001479363 STATE OF INCORPORATION: X3 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14765 FILM NUMBER: 121078119 BUSINESS ADDRESS: STREET 1: ZABALA 1422, 2? FLOOR CITY: MONTEVIDEO STATE: X3 ZIP: 11000 BUSINESS PHONE: (54)1151667000 MAIL ADDRESS: STREET 1: FLORIDA 537, PISO 18? CITY: BUENOS AIRES STATE: C1 ZIP: C1005AAK 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2012-09-04 0 0001063344 HERSHA HOSPITALITY TRUST HT 0001477078 Ifis LTD FLORIDA 537, PISO 18? BUENOS AIRES C1 C1005AAK ARGENTINA 0 0 0 1 See Remarks 0001476654 INVERSIONES FINANCIERAS DEL SUR STOCK CORP RUTA 8, KM. 17.500 EDIFICIO 3, LOCAL 3 MONTEVIDEO X3 91600 URUGUAY 0 0 0 1 See Remarks 0001476667 TYRUS STOCK CORP PLAZA INDEPENDENCIA 811, PB MONTEVIDEO X3 11100 URUGUAY 0 0 0 1 See Remarks 0001479363 Idalgir Stock Corp FLORIDA 537, PISO 18? BUENOS AIRES C1 C1005AAK ARGENTINA 0 0 0 1 See Remarks 0001478101 JIWIN STOCK CORP PLAZA INDEPENDENCIA 811, PB MONTEVIDEO X3 11100 URUGUAY 0 0 0 1 See Remarks 0000933267 IRSA INVESTMENTS & REPRESENTATIONS INC BOLIVAR 108 BUENOS AIRES C1 C1066AAD ARGENTINA 0 0 0 1 See Remarks Class A Common Shares of Beneficial Int 2012-09-04 4 S 0 2000000 4.86 D 16105630 I See Footnote Class A Common Shares of Beneficial Int 15400 D Please see Exhibit. The filing group may be considered a trustee by deputization on the basis of a contractual right to appoint a trustee. This Form 4 is being filed in two parts due to the ten person reporting limitation of the electronic filing system. Part 1 is being filed by the following persons: Eduardo S. Elsztain, Consultores Assets Management S.A., Consultores Venture Capital Limited, Cresud Sociedad Anonima Comercial, Inmobiliaria, Financiera y Agropecuaria, Consultores Venture Capital Uruguay SA, Agroinvestment S.A., Real Estate Investment Group LP, Real Estate Investment Group II LP, Real Estate Investment Group III LP, and Real Estate Investment Group IV LP /s/ IFIS Limited by Eduardo S. Elsztain, Chairman of the Board 2012-09-06 /s/ Inversiones Financieras del Sur S.A. by Eduardo S. Elsztain, Chairman of the Board 2012-09-06 /s/ Tyrus S.A. by Eduardo S. Elsztain, Chairman of the Board 2012-09-06 /s/ Idalgir S.A. by Eduardo S. Elsztain, Chairman of the Board 2012-09-06 /s/ Jiwin S.A. by Eduardo S. Elsztain, Chairman of the Board 2012-09-06 /s/ IRSA Inversiones y Representaciones Sociedad Anonima by Eduardo S. Elsztain, Chairman of the Board 2012-09-06 EX-99 2 elsztainform4_exhibit.htm Unassociated Document

Explanation for responses:

This statement is being filed jointly by Mr. Eduardo S. Elsztain (“Elsztain”), Consultores Assets Management S.A. (“CAM”), Consultores Venture Capital Uruguay S.A. (“CVC Uruguay”), Agroinvestment S.A. (“Agroinvestment”), Consultores Venture Capital Ltd. (“CVC Cayman”), Ifis Limited (“IFIS”), Inversiones Financieras del Sur S.A. (“IFISA”), Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria (“Cresud”),  IRSA Inversiones y Representaciones Sociedad Anonima ("IRSA"), Tyrus S.A. (“Tyrus”), Real Estate Investment Group L.P. (“REIG”), Jiwin S.A. (“Jiwin”), Idalgir S.A. (“Idalgir”), Real Estate Investment Group II L.P. (“REIG II”), Real Estate Investment Group III L.P. (“REIG III”) and Real Estate Investment Group IV L.P. (“REIG IV” and together with Elsztain, CAM, CVC Uruguay, Agroinvestment, CVC Cayman, IFIS, IFISA, Cresud, IRSA, Tyrus, REIG,  Jiwin, Idalgir, REIG II and REIG III the "Reporting Persons").

Mr. Elsztain is a citizen of the Republic of Argentina who serves as Chairman of the board of directors of each of the following companies, except for REIG, REIG II, REIG III and REIG IV:

(i)  
IFIS, a limited liability company organized under the laws of Bermuda;
(ii)  
IFISA, a stock corporation organized under the laws of the Republic of Uruguay;
(iii)  
(iii)Cresud, a stock corporation organized under the laws of the Republic of Argentina;
(iv)  
IRSA, a stock corporation organized under the laws of the Republic of Argentina;
(v)  
CAM, a limited liability company organized under the laws of Argentina;
(vi)  
CVC Cayman, a limited liability company organized under the laws of Cayman Island;
(vii)  
CVC Uruguay, a limited liability company organized under the laws of the Republic of Uruguay;
(viii)  
Agroinvestment, a stock corporation organized under the laws of the Republic of Uruguay;
(ix)  
Tyrus, a stock corporation organized under the laws of the Republic of Uruguay;
(x)  
Jiwin, a stock corporation organized under the laws of the Republic of Uruguay, who serves as general partner of Real Estate Investment Group L.P;
(xi)  
REIG, a limited partnership organized under the laws of Bermuda;
(xii)  
Idalgir, a stock corporation organized under the laws of the Republic of Uruguay.
(xiii)  
REIG II, a limited partnership organized under the laws of Bermuda;
(xiv)  
REIG III, a limited partnership organized under the laws of Bermuda and
(xv)  
REIG IV, a limited partnership organized under the laws of Bermuda.

Elsztain’s principal offices are located at Bolívar 108, 1st floor, Buenos Aires, Argentina; IFIS’ principal offices are located at Mintflower Place 4th floor, 8 Par-La-Ville Road Hamilton HM 08 Bermuda; IFISA’s principal offices are located at Ruta 8, 17,500, Edificio @1 Local 106, CP 91609, Montevideo, Republic of Uruguay; Cresud’s principal offices are located at Moreno 877, 23rd Floor, (C1091AAQ) Ciudad Autónoma de Buenos Aires, Argentina; IRSA’s principal offices are located at Bolivar 108, 1st floor, Buenos Aires, Argentina; CAM’s principal offices are located at Bolívar 108, 1st floor, Buenos Aires, Argentina; CVC Cayman’s principal offices are located at 89, Nexus Way, 2nd floor Camana Bay, P.O. Box 31106, SMB, Grand Cayman, KY1-1205, Cayman Islands; CVC Uruguay’s principal offices are located at Ruta 8, 17,500, Edificio @1 Local 106, CP 91609 Montevideo, of the Republic of Uruguay; Agroinvestment’s principal offices are located at Zabala 1422, 2nd floor, Montevideo, Republic of Uruguay; REIG’s principal offices are located at Clarendon House 2 Church Street, Hamilton HM CX, Bermuda, Tyrus’ principal offices are located at Colonia 810, Of. 403, CP 11000, Montevideo, Republic of Uruguay, Jiwin’s principal offices are located at Colonia 810, Of. 403, CP 11000, Montevideo, Republic of Uruguay, Idalgir’s principal offices are located at Zabala 1422, 2nd floor, Montevideo, Republic of Uruguay, REIG II principal offices are located at Clarendon House 2 Church Street, Hamilton HM CX, Bermuda; REIG III principal offices are located at Clarendon House 2 Church Street, Hamilton HM CX, Bermuda and REIG IV principal offices are located at Clarendon House 2 Church Street, Hamilton HM CX, Bermuda.

The reported securities may be deemed to be indirectly beneficially owned by the list of entities described on the previous paragraphs except for Elsztain, IRSA, REIG, REIG II, REIG III and REIG IV whose direct beneficial ownership are listed below. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

As of September 6, 2012:

(i)  
Elsztain is the Chairman of the Board of Directors of IFIS, IFISA, Cresud, CAM, CVC Uruguay, CVC Cayman, Agroinvestment, IRSA, Tyrus, Jiwin and Idalgir, except for REIG, REIG II,REIG III and REIG IV,  companies in which Jiwin (a company wholly owned by Tyrus) is the General Partner;
(ii)  
Elsztain is the beneficial owner of 35.29% of IFIS, including: (a) 13.26% owned indirectly through Agroinvestment; (b) 5.31% owned indirectly through Idalgir; (c) 16.74% owned indirectly through CVC Uruguay (d) 2.90% owned indirectly through CVC Cayman and (e) 0.03% owned directly. Elsztain owns 100% of Agroinvestment and Idalgir and 85.0% of CAM which owns 0.11% of IRSA’s outstanding stock and 100% of CVC Uruguay which in turn owns 0.0002% of Cresud’s shares on a fully diluted basis and 100% of CVC Cayman. None of these companies directly own Common Shares of Hersha Hospitality Trust (“HHT”). Elsztain also directly owns 0.21% of IRSA’s outstanding stock and 0.0046% of Cresud’s shares on a fully diluted basis;
(iii)  
CVC Cayman serves as the Investment Manager of IFIS;
(iv)  
IFIS is the direct owner of 100% of the common shares of IFISA;
(v)  
IFISA directly owns 38.79% of Cresud’s shares on a fully diluted basis and 1.25% of Irsa’s common shares. IFISA does not directly own HHT’s Common Shares;
(vi)  
Cresud directly owns 64.50% of IRSA’s common shares. Cresud does not directly own HHT’s Common Shares
(vii)  
IRSA owns 100% of Tyrus’ capital stock. Irsa does not directly own Common Shares of HHT anymore;
(viii)  
Tyrus owns 100% of the capital stock of Jiwin. Tyrus does not directly own HHT’s Common Shares
(ix)  
Jiwin serves as general Partner of REIG; Jiwin does not directly own HHT’s Common Shares;
(x)  
REIG owns 7,241,429 Common Shares of HHT;
(xi)  
REIG II owns 3,599,300 Common Shares of HHT
(xii)  
REIG III owns 3,864,000 Common Shares of HHT
(xiii)  
REIG IV owns 1,400,901 Common Shares of HHT and
(xiv)  
Eduardo Elsztain directly owns 15,400 Common Shares of HHT.