Sec Form 4 Filing - Shah Jay H @ HERSHA HOSPITALITY TRUST - 2023-11-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Shah Jay H 2. Issuer Name and Ticker or Trading Symbol HERSHA HOSPITALITY TRUST [ HT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 44 HERSHA DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 11/28/2023 (Street) HARRISBURG, PA17102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Shares of Beneficial Interest 11/28/2023 D 514,415 D 0 D Class A Common Shares of Beneficial Interest 11/28/2023 D 78,640 D 0 I By Jay and Susie Shah 2008 Family Trust ( 2 ) 6.875% Series C Cumulative Redeemable Preferred Shares 11/28/2023 D 1,900 D 0 D 6.50% Series D Cumulative Redeemable Preferred Shares 11/28/2023 D 25,000 D 0 D 6.50% Series E Cumulative Redeemable Preferred Shares 11/28/2023 D 900 D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares LTIP Units ( 4 ) 11/28/2023 D 2,299,250 ( 4 ) ( 4 ) Class A Common Shares of Beneficial Interest 2,299,250 $ 0 0 D Common Units ( 5 ) 11/28/2023 D 89,889 ( 5 ) ( 5 ) Class A Common Shares of Beneficial Interest 89,889 $ 0 0 D Common Units ( 5 ) 11/28/2023 D 132,917 ( 5 ) ( 5 ) Class A Common Shares of Beneficial Interest 132,917 $ 0 0 I By Jay and Susie Shah 2008 Family Trust ( 2 ) Common Units ( 5 ) 11/28/2023 D 182,574 ( 5 ) ( 5 ) Class A Common Shares of Beneficial Interest 182,574 $ 0 0 I By Hasu and Hersha Shah 2004 Trust FBO Jay H. Shah ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shah Jay H 44 HERSHA DRIVE HARRISBURG, PA17102 X Chief Executive Officer Signatures /s/ Ashish R. Parikh 11/28/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated August 27, 2023, by and among 1776 Portfolio Investment, LLC ("Parent"), 1776 Portfolio REIT Merger Sub, LLC, 1776 Portfolio OP Merger Sub, LP, Hersha Hospitality Limited Partnership, and the Issuer, the Issuer and the OP became subsidiaries of Parent upon consummation of the transactions contemplated by the Merger Agreement (the "Effective Time"). At the Effective Time, (a) each outstanding share of common stock was cancelled and converted into the right to receive $10.00 in cash (the "Merger Consideration"), without interest, and (b) each outstanding award of restricted common shares vested and was cancelled and converted into the right to receive the Merger Consideration. ( 2 )The Reporting Person disclaims beneficial ownership of these securities, as this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or any other purpose. ( 3 )At the Effective Time, each outstanding share of preferred stock of the Issuer was cancelled and converted into the right to receive an amount in cash equal to $25.00 per share plus accrued and unpaid dividends, if any, up to and including the Closing Date (as defined in the Merger Agreement), without interest (the "Preferred Merger Consideration"). ( 4 )At the Effective Time, each outstanding LTIP Unit held by the Reporting Person was converted into the right to receive the Merger Consideration. ( 5 )At the Effective Time, each outstanding Common Unit held by the Reporting Person was converted into the right to receive the Merger Consideration.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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