Sotherly Hotels Inc. — Director's Dealing 2012

Jun 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MHI Hospitality CORP (MDH)
CIK: 0001301236
Period of Report: 2012-06-18

Reporting Person: Richmond Hill Investments, 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%)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-18	Series A Cumulative Redeemable Preferred Stock	J	10592.514	$1067.89	Disposed	12849.196	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Series A Cumulative Redeemable Preferred Stock	12849.196	Indirect

Footnotes

F1: The Reporting Persons listed on this Form 4 maybe be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 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 4 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 4 with respect to equity securities of the Issuer on the date hereof. The filing of this Form 4 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 adviser of the Fund, Richmond Hill Investments, LLC (the "Investment Adviser") may be deemed to be a beneficial owner of the Issuer's securities held by the Fund. The Investment Adviser 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"), 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 of the Fund, 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, except to the extent of his pecuniary interest, if any.

F6: Redemption by Issuer.

F7: Includes dividends paid in kind.