Sec Form 4 Filing - MCKENNEY DAVID S @ Apple Hospitality REIT, Inc. - 2014-03-01

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 MCKENNEY DAVID S 2. Issuer Name and Ticker or Trading Symbol Apple Hospitality REIT, Inc. [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President of Capital Markets (Last) (First) (Middle) 814 EAST MAIN STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2014 (Street) RICHMOND, VA23219 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 03/01/2014 A 727,306.594 A $ 0 ( 1 ) 727,306.594 D Common Shares 03/01/2014 A 363,653.297 A $ 0 ( 2 ) 1,090,959.891 D Common Shares 03/01/2014 A 309,105.302 A $ 0 ( 3 ) 1,400,065.193 D Series B Preferred 03/01/2014 J( 4 ) 30,090 A $ 0 ( 4 ) 30,090 D Series B Preferred 03/01/2014 D 30,090 D $ 0 ( 1 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCKENNEY DAVID S 814 EAST MAIN STREET RICHMOND, VA23219 President of Capital Markets Signatures Kelly C. Clarke, Attorney-in-fact 03/04/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to Section 5.1(f) of the articles of incorporation, upon conversion, each Series B Preferred Share of the issuer automatically converts into 24.17104 Common Shares of the issuer. There was no active trading market for the Series B Preferred Shares or Common Shares as of March 1, 2014. In the joint proxy statement/prospectus of the mergers detailed in footnotes 2 and 3 below, the preliminary estimate of the fair value of the Common Shares as of 9/30/2013 for purposes of the Unaudited Pro Forma Condensed Consolidated Financial Statements was $10.00 per Common Share. ( 2 )Received in exchange for 15,045 Series B Preferred Shares of Apple REIT Seven, Inc. (Apple Seven) in connection with the merger of Apple Seven into a wholly-owned subsidiary of the issuer (the Apple Seven Merger). There was no active trading market for Apple Seven Series B Preferred Shares or Apple Nine Common Shares as of the date of the Apple Seven Merger. In the joint proxy statement/prospectus of the Apple Seven Merger, the preliminary estimate of the fair value of Apple Nine Common Shares as of 9/30/2013 for purposes of the Unaudited Pro Forma Condensed Consolidated Financial Statements was $10.00 per Apple Nine Common Share. ( 3 )Received in exchange for 15,045 Series B Preferred Shares of Apple REIT Eight, Inc. (Apple Eight) in connection with the merger of Apple Eight into a wholly-owned subsidiary of the issuer (the Apple Eight Merger). There was no active trading market for Apple Eight Series B Preferred Shares or Apple Nine Common Shares as of the date of the Apple Eight Merger. In the joint proxy statement/prospectus of the Apple Eight Merger, the preliminary estimate of the fair value of Apple Nine Common Shares as of 9/30/2013 for purposes of the Unaudited Pro Forma Condensed Consolidated Financial Statements was $10.00 per Apple Nine Common Share. ( 4 )Glade M. Knight, the record holder of all the outstanding Series B Preferred Shares of the issuer, previously agreed to assign certain benefits (if any) to the reporting person associated with 30,090 Series B Preferred Shares, including the right of conversion upon the occurrence of certain events. The right of conversion was exercised on March 1, 2014 as a condition to the mergers detailed in footnotes 2 and 3 above.

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