Shah Jay H

SEC source: 0001104659-24-131703 · tm2432049-1_4seq1.xml · derivative · entry 1

Shah Jay H · CIK 0001330128 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 9,119

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: Fully vested special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"), are convertible into Common Partnership Units at the option of the Reporting Person. Common Partnership Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis.

F1 · derivative.exercise_price: Fully vested special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"), are convertible into Common Partnership Units at the option of the Reporting Person. Common Partnership Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis.

F2 · kind: The LTIP Unit awards reported herein were issued as a grant under the Issuer's Second Amended and Restated 2013 Equity Incentive Plan, in connection with the Reporting Person's appointment to the Issuer's Board of Directors.

F2 · price: The LTIP Unit awards reported herein were issued as a grant under the Issuer's Second Amended and Restated 2013 Equity Incentive Plan, in connection with the Reporting Person's appointment to the Issuer's Board of Directors.

F1 · derivative.exercise_date: Fully vested special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"), are convertible into Common Partnership Units at the option of the Reporting Person. Common Partnership Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis.

F3 · derivative.expiration_date: Neither the Common Partnership Units nor vested LTIP Units have an expiration date.

F1 · derivative.underlying: Fully vested special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"), are convertible into Common Partnership Units at the option of the Reporting Person. Common Partnership Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis.

F1 · derivative.underlying_shares: Fully vested special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"), are convertible into Common Partnership Units at the option of the Reporting Person. Common Partnership Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis.

SEC source: 0000950170-23-066420 · ownership.xml · derivative · entry 9

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · By Hasu and Hersha Shah 2004 Trust FBO Jay H. Shah

Disclosed balance after: 0

Underlying: Class A Common Shares of Beneficial Interest · 182,574 shares

Expires not disclosed

F5 · derivative.exercise_price: At the Effective Time, each outstanding Common Unit held by the Reporting Person was converted into the right to receive the Merger Consideration.

F5 · derivative.exercise_date: At the Effective Time, each outstanding Common Unit held by the Reporting Person was converted into the right to receive the Merger Consideration.

F5 · derivative.expiration_date: At the Effective Time, each outstanding Common Unit held by the Reporting Person was converted into the right to receive the Merger Consideration.

F2 · ownership.nature: 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.

SEC source: 0000950170-23-066420 · ownership.xml · derivative · entry 8

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · By Jay and Susie Shah 2008 Family Trust

Disclosed balance after: 0

Underlying: Class A Common Shares of Beneficial Interest · 132,917 shares

Expires not disclosed

F5 · derivative.exercise_price: At the Effective Time, each outstanding Common Unit held by the Reporting Person was converted into the right to receive the Merger Consideration.

F5 · derivative.exercise_date: At the Effective Time, each outstanding Common Unit held by the Reporting Person was converted into the right to receive the Merger Consideration.

F5 · derivative.expiration_date: At the Effective Time, each outstanding Common Unit held by the Reporting Person was converted into the right to receive the Merger Consideration.

F2 · ownership.nature: 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.

SEC source: 0000950170-23-066420 · ownership.xml · derivative · entry 7

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Shares of Beneficial Interest · 89,889 shares

Expires not disclosed

F5 · derivative.exercise_price: At the Effective Time, each outstanding Common Unit held by the Reporting Person was converted into the right to receive the Merger Consideration.

F5 · derivative.exercise_date: At the Effective Time, each outstanding Common Unit held by the Reporting Person was converted into the right to receive the Merger Consideration.

F5 · derivative.expiration_date: At the Effective Time, each outstanding Common Unit held by the Reporting Person was converted into the right to receive the Merger Consideration.

SEC source: 0000950170-23-066420 · ownership.xml · derivative · entry 6

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Shares of Beneficial Interest · 2,299,250 shares

Expires not disclosed

F4 · derivative.exercise_price: At the Effective Time, each outstanding LTIP Unit held by the Reporting Person was converted into the right to receive the Merger Consideration.

F4 · derivative.exercise_date: At the Effective Time, each outstanding LTIP Unit held by the Reporting Person was converted into the right to receive the Merger Consideration.

F4 · derivative.expiration_date: At the Effective Time, each outstanding LTIP Unit held by the Reporting Person was converted into the right to receive the Merger Consideration.

SEC source: 0000950170-23-066420 · ownership.xml · nonDerivative · entry 5

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

F3 · price: 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").

SEC source: 0000950170-23-066420 · ownership.xml · nonDerivative · entry 4

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

F3 · price: 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").

SEC source: 0000950170-23-066420 · ownership.xml · nonDerivative · entry 3

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

F3 · price: 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").

SEC source: 0000950170-23-066420 · ownership.xml · nonDerivative · entry 2

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · By Jay and Susie Shah 2008 Family Trust

Disclosed balance after: 0

F1 · price: 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.

F2 · ownership.nature: 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.

SEC source: 0000950170-23-066420 · ownership.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

F1 · price: 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.

SEC source: 0001063344-23-000101 · wf-form4_168755093564188.xml · derivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,299,250

Underlying: Class A Common Shares of Beneficial Interest · 51,610 shares

Expires not disclosed

F1 · derivative.exercise_price: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F2 · shares: Reflects restricted LTIP Units granted under the Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan in settlement of awards made to the Reporting Person under the 2023 Long Term Incentive Program.

F1 · price: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F2 · price: Reflects restricted LTIP Units granted under the Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan in settlement of awards made to the Reporting Person under the 2023 Long Term Incentive Program.

F1 · derivative.exercise_date: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F1 · derivative.expiration_date: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

SEC source: 0001063344-23-000043 · wf-form4_167969159266621.xml · derivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,247,640

Underlying: Class A Common Shares of Beneficial Interest · 356,331 shares

Expires not disclosed

F1 · derivative.exercise_price: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F2 · shares: Reflects restricted LTIP Units granted under the Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan in settlement of awards made to the Reporting Person under the 2022 Short Term Incentive Program.

F1 · price: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F2 · price: Reflects restricted LTIP Units granted under the Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan in settlement of awards made to the Reporting Person under the 2022 Short Term Incentive Program.

F1 · derivative.exercise_date: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F1 · derivative.expiration_date: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

SEC source: 0001063344-22-000082 · wf-form4_165428873442604.xml · derivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,891,309

Underlying: Class A Common Shares of Beneficial Interest · 67,124 shares

Expires not disclosed

F1 · derivative.exercise_price: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F2 · shares: Reflects restricted LTIP Units granted under the Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan in settlement of awards made to the Reporting Person under the 2022 Long Term Incentive Program.

F1 · price: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F2 · price: Reflects restricted LTIP Units granted under the Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan in settlement of awards made to the Reporting Person under the 2022 Long Term Incentive Program.

F1 · derivative.exercise_date: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F1 · derivative.expiration_date: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

SEC source: 0001063344-22-000018 · wf-form4_164133217146838.xml · derivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,824,185

Underlying: Class A Common Shares of Beneficial Interest · 332,423 shares

Expires not disclosed

F1 · derivative.exercise_price: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F2 · shares: Reflects restricted LTIP Units granted under the Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan in settlement of awards made to the Reporting Person under the 2021 Short Term Incentive Program.

F1 · price: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F2 · price: Reflects restricted LTIP Units granted under the Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan in settlement of awards made to the Reporting Person under the 2021 Short Term Incentive Program.

F1 · derivative.exercise_date: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F1 · derivative.expiration_date: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

SEC source: 0001063344-21-000028 · wf-form4_161618591364519.xml · derivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,491,762

Underlying: Class A Common Shares of Beneficial Interest · 267,676 shares

Expires not disclosed

F1 · derivative.exercise_price: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F2 · shares: Reflects restricted LTIP Units granted under the Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan in settlement of awards made to the Reporting Person under the 2020 Short Term Incentive Program and the 2021 Long Term Incentive Program.

F1 · price: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F2 · price: Reflects restricted LTIP Units granted under the Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan in settlement of awards made to the Reporting Person under the 2020 Short Term Incentive Program and the 2021 Long Term Incentive Program.

F1 · derivative.exercise_date: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F1 · derivative.expiration_date: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

SEC source: 0001063344-20-000213 · wf-form4_160435274347732.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 514,415

F1 · shares: The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.

SEC source: 0001063344-20-000183 · wf-form4_159467332146178.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 509,115

F1 · shares: The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.

SEC source: 0001063344-20-000165 · wf-form4_159303311796954.xml · nonDerivative · entry 3

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 489,115

F2 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $5.50 to $5.75, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-20-000165 · wf-form4_159303311796954.xml · nonDerivative · entry 2

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 469,115

SEC source: 0001063344-20-000165 · wf-form4_159303311796954.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 464,115

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $5.95 to $5.96, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-20-000158 · wf-form4_158957409401640.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 459,115

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $3.6500 to $3.7500, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-20-000152 · wf-form4_158924311919077.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 449,115

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $4.22 to $4.25, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-20-000148 · wf-form4_158922980771756.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 448,254

F1 · balance_after: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $4.030 to $4.225, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-20-000133 · wf-form4_158810630879177.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 446,472

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $4.14 to $4.25, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-20-000113 · wf-form4_158698663705645.xml · derivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,224,086

Underlying: Class A Common Shares of Beneficial Interest · 383,590 shares

Expires not disclosed

F1 · derivative.exercise_price: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F2 · shares: Reflects restricted LTIP Units granted under the Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan in settlement of awards made to the Reporting Person under the 2019 Short Term Incentive Program and the 2017 Multi-year Long-term Incentive Program.

F1 · price: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F2 · price: Reflects restricted LTIP Units granted under the Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan in settlement of awards made to the Reporting Person under the 2019 Short Term Incentive Program and the 2017 Multi-year Long-term Incentive Program.

F1 · derivative.exercise_date: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F1 · derivative.expiration_date: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

SEC source: 0001063344-20-000093 · wf-form4_158646773686503.xml · nonDerivative · entry 4

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 436,695

F3 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $4.20 to $4.65, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-20-000093 · wf-form4_158646773686503.xml · nonDerivative · entry 3

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 900

SEC source: 0001063344-20-000093 · wf-form4_158646773686503.xml · nonDerivative · entry 2

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,000

F2 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $5.93 to $6.50, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-20-000093 · wf-form4_158646773686503.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,900

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $6.25 to $7.50, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-20-000080 · wf-form4_158413283966518.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 426,695

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $7.18 to $7.99, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-20-000074 · wf-form4_158404534804185.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 413,695

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $7.91 to $8.49, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-20-000070 · wf-form4_158396076835654.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 398,695

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $9.345 to $9.350, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-20-000065 · wf-form4_158387197660718.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 388,195

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $10.11 to $10.92, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-20-000060 · wf-form4_158378682714280.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 370,195

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $11.18 to $11.20, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-20-000050 · wf-form4_158323809633277.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 361,195

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $11.48 to $11.50, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-20-000045 · wf-form4a_158318663659885.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 356,195

F1 · kind: This amendment is being filed solely to correct the transaction code in column 3 above. The original filing utilized code "A" inadvertently and this amendment changes that code to "P" to indicate that the transaction was a purchase of shares in the open market.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $11.50 to $11.93, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-20-000038 · wf-form4_158315107289090.xml · nonDerivative · entry 2

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 356,195

F2 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $11.50 to $11.93, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-20-000038 · wf-form4_158315107289090.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 344,195

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $11.76 to $12.15, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-20-000032 · wf-form4_158283955256288.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 324,195

F1 · shares: The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $12.33 to $12.50, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-20-000019 · wf-form4_158025298438650.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 320,195

F1 · shares: The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.

SEC source: 0001063344-20-000016 · wf-form4_157852906998340.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 316,349

F1 · kind: The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $13.4888 to $13.5335, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-19-000104 · wf-form4_157558127962021.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 309,049

SEC source: 0001063344-19-000091 · wf-form4_157177632264246.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 305,474

F1 · kind: The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $13.00 to $13.32, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-19-000086 · wf-form4_157125950650248.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 301,771

F1 · shares: The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $13.83 to $14.00, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-19-000075 · wf-form4_156693772002758.xml · nonDerivative · entry 2

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 298,200

F2 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $13.58 to $13.60, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-19-000075 · wf-form4_156693772002758.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Indirect · By Jay and Susie Shah 2008 Family Trust

Disclosed balance after: 78,640

F1 · ownership.nature: 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.

SEC source: 0001063344-19-000071 · wf-form4_156512360152333.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 294,520

SEC source: 0001063344-19-000029 · wf-form4_155328828173798.xml · derivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 840,496

Underlying: Class A Common Shares of Beneficial Interest · 184,893 shares

Expires not disclosed

F1 · derivative.exercise_price: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F2 · shares: Reflects restricted LTIP Units granted under the Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan in settlement of awards made to the Reporting Person under the 2018 annual long-term incentive program and the 2016 Multi-year Long-term Incentive Program.

F1 · price: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F2 · price: Reflects restricted LTIP Units granted under the Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan in settlement of awards made to the Reporting Person under the 2018 annual long-term incentive program and the 2016 Multi-year Long-term Incentive Program.

F1 · derivative.exercise_date: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F1 · derivative.expiration_date: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

SEC source: 0001063344-18-000103 · wf-form4_154145442167094.xml · nonDerivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 289,420

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $17.29 to $17.30, inclusive. The reporting person undertakes to provide to Hersha Hospitality Trust, any security holder of Hersha Hospitality Trust, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

SEC source: 0001063344-18-000047 · wf-form4_152244108162216.xml · derivative · entry 1

Shah Jay H · CIK 0001330128 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 655,603

Underlying: Class A Common Shares of Beneficial Interest · 203,801 shares

Expires not disclosed

F1 · derivative.exercise_price: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F2 · shares: Reflects restricted LTIP Units granted under the Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan in settlement of awards made to the Reporting Person under the 2017 annual long-term incentive program and the 2015 Multi-year Long-term Incentive Program.

F1 · price: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F2 · price: Reflects restricted LTIP Units granted under the Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan in settlement of awards made to the Reporting Person under the 2017 annual long-term incentive program and the 2015 Multi-year Long-term Incentive Program.

F1 · derivative.exercise_date: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.

F1 · derivative.expiration_date: LTIP Units are a class of limited partnership units in Hersha Hospitality Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner, and represent a profit interest in the Operating Partnership. Initially, the LTIP Units do not have full parity with the Operating Partnership's common units of limited partnership interest ("Common Units") with respect to liquidating distributions. Upon the occurrence of certain "book-up" events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units are convertible into Common Units and, upon conversion and subject to the applicable holding period, may be redeemed for cash in an amount equal to the then fair market value of an equal number of the Issuer's common shares or converted into an equal number of the Issuer's common shares, as determined by the Issuer at its election.