Sotherly Hotels Inc. — Director's Dealing 2011

Apr 28, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MHI Hospitality CORP (MDH)
CIK: 0001301236
Period of Report: 2011-04-18

Reporting Person: Essex Equity Capital Management, LLC (10% Owner, Member of Group Owning 10%)
Reporting Person: Essex Illiquid, LLC (10% Owner, Member of Group Owning 10%)
Reporting Person: Maher Basil (10% Owner, Member of Group Owning 10%)
Reporting Person: Maher M. Brian (10% Owner, Member of Group Owning 10%)

Holdings (Non-Derivative)

Security	Shares	Ownership
Series A Cumulative Redeemable Preferred Stock	23000	Direct
Series A Cumulative Redeemable Preferred Stock	23000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrant to Purchase Common Stock	$2.25	2016-10-18	Common Stock, par value $0.01 per share (1748000)		Direct
Warrant to Purchase Common Stock	$2.25	2016-10-18	Common Stock, par value $0.01 per share (1748000)		Indirect

Footnotes

F1: The Reporting Persons listed on this Form 3 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 shall not be deemed to be an admission that the Reporting Persons are members of such group.

F2: The Reporting Persons listed on this Form 3 may be deemed members of a group with Richmond Hill Capital Partners, LP and certain of its affiliates (collectively, the "Richmond Hill Entities"), which are separately filing a Form 3 with respect to equity securities of the Issuer on the date hereof. The filing of this Form 3 shall not be deemed to be an admission that the Reporting Persons are members of such group with any of the Richmond Hill Entities and the Reporting Persons disclaim beneficial ownership of any securities beneficially owned by the Richmond Hill Entities.

F3: The amount of securities shown in this row is owned directly by Essex Illiquid, LLC (the "Fund").

F4: As the investment manager of the Fund, Essex Equity Capital Management, LLC (the "Investment Manager") may be deemed to be a beneficial owner of the Issuer's securities held by the Fund. The Investment Manager disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, except to the extent of its pecuniary interest, if any.

F5: Each of Basil Maher and M. Brian Maher (collectively, the "Individual Reporting Persons"), as a member of the investment committee for members of the Investment Manager, may be deemed to be a beneficial owner of the Issuer's securities held by the Fund. Each of the Individual Reporting Persons disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of his pecuniary interest, if any.

F6: Subject to adjustment.