DiamondRock Hospitality Co — Director's Dealing 2012

Apr 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DiamondRock Hospitality Co (DRH)
CIK: 0001298946
Period of Report: 2012-04-04

Reporting Person: Brugger Mark W (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-04	Common stock, par value $0.01 per share	A	357	$0.00	Acquired	808821	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-04	Market stock units	$0.00	A	0	Acquired	2013-02-27	Common stock (456)	Direct
2012-04-04	Market stock units	$0.00	A	0	Acquired	2014-02-27	Common stock (447)	Direct
2012-04-04	Market stock units	$0.00	A	0	Acquired	2015-02-27	Common stock (520.5)	Direct

Footnotes

F1: Additional restricted shares awarded in connection with the reinvestment of a dividend as required by the terms of the restricted stock award.

F2: This Form 4 report relates to dividends issued on shares of common stock underlying previously issued Market Stock Units. Market Stock Units represent the right to receive shares of common stock, subject to the achievement of certain performance conditions. Market Stock Units vest 3 years after issuance and are converted into a number of shares of common stock depending on total shareholder return over the vesting period.

F3: No additional Market Stock Units were granted. This Form 4 reports the dividends related to the underlying common stock on Market Stock Units previously issued.

F4: The Market Stock Units vest 3 years from the date of issue and convert into a certain number of shares of common stock as discussed in Footnote 2.

F5: Represents the maximum number of shares that may be issued with respect to the dividends paid.

F6: Represents the maximum total number of shares that may be issued with respect to the aggregate number of Market Stock Units issued.