Sec Form 4 Filing - Martz Raymond D @ Pebblebrook Hotel Trust - 2020-02-12

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)
4747 BETHESDA AVE, SUITE 1100
3. Date of Earliest Transaction (MM/DD/YY)
02/12/2020
(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 02/12/2020 A 18,752 ( 1 ) A $ 0 232,101 D
Common Shares 02/12/2020 A 6,571 A 238,672 D
Common Shares 02/12/2020 A 457 A 239,129 D
Common Shares 02/12/2020 F 3,399 ( 4 ) D $ 25.53 235,730 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 Class B Units ( 5 ) 02/12/2020 A 138,606 ( 5 ) ( 5 ) Common Shares 138,606 ( 5 ) 197,427 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Martz Raymond D
4747 BETHESDA AVE
SUITE 1100
BETHESDA, MD20814
Exec VP, CFO, Treasurer, Secre
Signatures
/s/ Andrew H. Dittamo, as attorney-in-fact, for Raymond D. Martz 02/14/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )All of these shares are restricted common shares that were granted to the reporting person by the Issuer's Board of Trustees (the "Board"). 6,251, 6,251, and 6,250 of these shares shall become vested and nonforfeitable, subject to the reporting person's continued service as an employee of the Issuer or an affiliate, on January 1, 2021, January 1, 2022, and January 1, 2023, respectively.
( 2 )The Common Shares were issued to the reporting person upon certification by the Compensation Committee of the Board of the extent to which the performance objectives of the performance-based equity incentive award made in December 2013 to the reporting person had been achieved for the measurement period ended December 31, 2019. For that measurement period, the reporting person earned 11.17% of the target number of Common Shares issuable pursuant to the award. For more information on the performance-based equity incentive award, including the performance objectives and measurement period, see the Issuer's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 28, 2014.
( 3 )The Common Shares were issued to the reporting person upon certification by the Compensation Committee of the Board of the extent to which the performance objectives of the performance-based equity incentive award made in February 2017 to the reporting person had been achieved. The reporting person earned 2.9% of the target number of Common Shares issuable pursuant to the award. For more information on the performance-based equity incentive award, including the performance objectives and measurement period, see the Issuer's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2018.
( 4 )Represents Common Shares sold to the Issuer as payment of tax withholding due upon vesting of 7,028 Common Shares.
( 5 )Represents restricted units of limited partnership interest ("LTIP Class B Units") in Pebblebrook Hotel, L.P. (the "Operating Partnership"), of which the Issuer is the general partner. Vested LTIP Class B Units, upon achieving parity with the Operating Partnership units pursuant to the terms of the partnership agreement, may be exchanged at any time, at the election of the holder, for Operating Partnership units on a one-for-one basis or, at the Operating Partnership's option, an equivalent amount of cash. 34,652, 34,652, 34,651, and 34,651 LTIP Class B Units will vest, subject to the reporting person's continued service as an employee of the Issuer or an affiliate, on January 1, 2023, January 1, 2024, January 1, 2025, and January 1, 2026, respectfully. The LTIP Class B Units have no expiration date. The LTIP Class B Units were issued pursuant to the Issuer's 2009 Equity Incentive Plan as amended and restated.

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