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 Investment Co., LP (Member of Group Owning 10%)
Reporting Person: Richmond Hill Capital Partners, LP (Member of Group Owning 10%)
Reporting Person: Richmond Hill Advisors, LLC (Member of Group Owning 10%)
Reporting Person: Richmond Hill Capital Management, LLC (Member of Group Owning 10%)
Reporting Person: Taylor Ryan P. (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	921.088	$1067.89	Disposed	1117.32	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Series A Cumulative Redeemable Preferred Stock	1117.32	Indirect

Footnotes

F1: The Reporting Persons listed on this Form 4 may 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 a group.

F2: The Reporting Persons listed on this Form 4 may be deemed members of a group with Essex Illiquid, LLC and certain of its affiliates (collectively, the "Essex 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 a group with any of the Essex Entities and the Reporting Persons disclaim beneficial ownership of any securities beneficially owned by the Essex Entities.

F3: The amount of securities shown in this row is owned directly by Richmond Hill Capital Partners, LP (the "Fund").

F4: As the general partner of the Fund, Richmond Hill Advisors, LLC (the "General Partner") may be deemed to be a beneficial owner of the Issuer's securities held by the Fund. The General Partner 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 as to securities representing its pro rata interest in, and interest in the profits of, the Fund.

F5: As the investment manager of the Fund, Richmond Hill Investment Co., LP (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 Exchange Act or otherwise, except to the extent of its pecuniary interest, if any.

F6: As the general partner of the Investment Manager, Richmond Hill Capital Management, LLC (the "Investment Manager GP") may be deemed to be a beneficial owner of the Issuer's securities held by the Fund. The Investment Manager GP 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 as to securities representing its pro rata interest in, and interest in the profits of, the Investment Manager.

F7: Ryan P. Taylor (the "Individual Reporting Person"), as the sole member of each of the General Partner and the Investment Manager GP, may be deemed to be a beneficial owner of the Issuer's securities held by the Fund. The Individual Reporting Person 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.

F8: Redemption by issuer.

F9: Includes dividends paid in kind.