Pebblebrook Hotel Trust — Director's Dealing 2024

Feb 20, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Pebblebrook Hotel Trust (PEB)
CIK: 0001474098
Period of Report: 2024-02-15

Reporting Person: Martz Raymond D (Co-President,CFO,Treasurer,Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-15	Common Shares	A	21696	—	Acquired	275430	Direct
2024-02-15	Common Shares	F	10604	$16.13	Disposed	264826	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-15	LTIP Class B Units	$	A	40606	Acquired		Common Shares (40606)	Direct

Footnotes

F1: 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 2021 to the reporting person had been achieved. The reporting person earned 65.5% 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 31, 2022.

F2: Represents Common Shares sold to the Issuer as payment of tax withholding due upon vesting of 21,696 Common Shares.

F3: 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's common units pursuant to the terms of the partnership agreement, may be exchanged at any time, at the election of the holder, for the Operating Partnership's common units on a one-for-one basis or, at the Operating Partnership's option, an equivalent amount of cash. 13,536, 13,535, and 13,535 LTIP Class B Units will vest on each of January 1, 2025, January 1, 2026, and January 1, 2027, respectively, subject to the reporting person's continued service as an employee of the Issuer. 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.