Pebblebrook Hotel Trust — Director's Dealing 2019

Feb 16, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Pebblebrook Hotel Trust (PEB)
CIK: 0001474098
Period of Report: 2019-02-13

Reporting Person: Martz Raymond D (Exec VP, CFO, Treasurer, Secre)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-13	Common Shares	A	14398	$0.00	Acquired	198022	Direct
2019-02-13	Common Shares	A	8360	—	Acquired	206382	Direct
2019-02-13	Common Shares	A	32811	—	Acquired	239193	Direct
2019-02-13	Common Shares	F	19887	$32.70	Disposed	219306	Direct

Footnotes

F1: All of these shares are restricted common shares that were granted to the reporting person by the Issuer's Board of Trustees (the "Board"). 4,800, 4,799, and 4,799 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, 2020, January 1, 2021, and January 1, 2022, respectively.

F2: The Common Shares were issued to the reporting person upon certification by the Compensation Committee of the Board of Trustees of the Issuer 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, 2018. For that measurement period, the reporting person earned 14.21% 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.

F3: The Common Shares were issued to the reporting person upon certification by the Compensation Committee of the Board of Trustees of the Issuer of the extent to which the performance objectives of the performance-based equity incentive award made in February 2016 to the reporting person had been achieved. The reporting person earned 170.2% 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 28, 2017.

F4: Represents Common Shares sold to the Issuer as payment of tax withholding due upon vesting of 41,171 Common Shares.