Pebblebrook Hotel Trust — Director's Dealing 2020

Feb 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Pebblebrook Hotel Trust (PEB)
CIK: 0001474098
Period of Report: 2020-02-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-12	Common Shares	A	18752	—	Acquired	232101	Direct
2020-02-12	Common Shares	A	6571	—	Acquired	238672	Direct
2020-02-12	Common Shares	A	457	—	Acquired	239129	Direct
2020-02-12	Common Shares	F	3399	$25.53	Disposed	235730	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-12	LTIP Class B Units	$	A	138606	Acquired		Common Shares (138606.0)	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"). 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.

F2: 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.

F3: 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.

F4: Represents Common Shares sold to the Issuer as payment of tax withholding due upon vesting of 7,028 Common Shares.

F5: 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.