Sec Form 4 Filing - Martz Raymond D @ Pebblebrook Hotel Trust - 2012-12-31

Insider filing report for Changes in Beneficial Ownership
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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
Martz Raymond D
2. Issuer Name and Ticker or Trading Symbol
Pebblebrook Hotel Trust [ PEB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Exec VP, CFO, Treasurer, Secre
(Last) (First) (Middle)
2 BETHESDA METRO CENTER, SUITE 1530
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2012
(Street)
BETHESDA, MD20814
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
Common Shares 12/31/2012 M 59,999 A 105,794 D
Common Shares 01/02/2013 F 2,830 ( 2 ) D $ 23.1 102,964 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 ( 1 ) ( 3 ) 12/31/2012 M 79,356 ( 1 ) ( 3 ) ( 3 ) Common Shares 79,356 ( 1 ) ( 3 ) 52,904 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Martz Raymond D
2 BETHESDA METRO CENTER
SUITE 1530
BETHESDA, MD20814
Exec VP, CFO, Treasurer, Secre
Signatures
/s/ Andrew H. Dittamo, as Attorney-in-Fact 01/03/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In December 2012, the reporting person converted 79,356 vested units of limited partnership interest ("LTIP Units") in Pebblebrook Hotel L.P. (the "Operating Partnership"), of which Pebbebrook Hotel Trust (the "Issuer") is the general partner, into Common Units of the Operating Partnership on a one-for-one basis. On December 31, 2012, the reporting person tendered 79,356 Common Units to the Operating Partnership for redemption. 59,999 of the Common Units were redeemed for an aggregate of 59,999 common shares of beneficial interest, $0.01 par value per share, of the Issuer ("Common Shares") and 19,357 Common Units were redeemed for cash.
( 2 )Represents Common Shares sold to the Issuer as payment of tax withholding due upon vesting of 7,778 restricted Common Shares on January 2, 2013.
( 3 )Vested LTIP Units, upon achieving parity with Common Units pursuant to the terms of the partnership agreement, may be converted at any time, at the election of the holder, for Common Units on a one-for-one basis. The LTIP Units have no expiration date. The LTIP Units were issued pursuant to the Issuer's 2009 Equity Incentive Plan.

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