Sec Form 4 Filing - Gillespie Michael R @ HERSHA HOSPITALITY TRUST - 2012-03-26

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 Gillespie Michael R 2. Issuer Name and Ticker or Trading Symbol HERSHA HOSPITALITY TRUST [ HT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (Last) (First) (Middle) 510 WALNUT STREET, 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/26/2012 (Street) PHILADELPHIA, PA19106 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 03/26/2012 A 34,335 A $ 0 118,916 D Class A Common Shares of Beneficial Interest 03/27/2012 S 6,667 D $ 5.5151 ( 1 ) 112,249 D Series A Preferred Stock 03/27/2012 S 1,053 D $ 25.5237 ( 2 ) 947 I By Wife

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gillespie Michael R 510 WALNUT STREET 9TH FLOOR PHILADELPHIA, PA19106 Chief Accounting Officer Signatures /s/ Ashish R. Parikh as attorney-in-fact for Michael R. Gillespie 03/27/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )With respect to the common shares sold on March 27, 2012, all of which were held directly by the reporting person, the price reported in Column 4 is a weighted average price. These common shares were sold on the same day in multiple open market transactions executed by a broker-dealer at prices ranging from $5.51000 to $5.52570, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust ("Hersha"), any security holder of Hersha or the staff of the SEC, upon request, full information regarding the number of common shares sold at each separate price within the range set forth in footnote (1) to this Form 4. ( 2 )With respect to the preferred shares sold on March 27, 2012, all of which were indirectly owned by the reporting person's wife, the price reported in Column 4 is a weighted average price. These preferred shares were sold in multiple transactions at prices ranging from $25.50 to $25.55, inclusive. The reporting person undertakes to provide to Hersha, any security holder of Hersha or the staff of the SEC, upon request, full information regarding the number of preferred shares sold at each separate price within the range set forth in footnote (2) to this Form 4.

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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