Summit Hotel Properties, Inc. — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Summit Hotel Properties, Inc. (INN)
CIK: 0001497645
Period of Report: 2011-02-14

Reporting Person: Boekelheide Kerry W (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-14	Common Stock	D	1000	$1.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-14	OP Units	$	J	17000	Acquired		Common Stock (17000)	Direct
2011-02-14	OP Units	$	J	1109164	Acquired		Common Stock (1109164)	Indirect
2011-02-14	OP Units	$	J	74829	Acquired		Common Stock (74829)	Indirect
2011-02-14	OP Units	$	J	316886	Acquired		Common Stock (316886)	Indirect
2011-02-14	Employee Stock Options (right to buy)	$9.75	A	376000	Acquired	2021-02-13	Common Stock (376000)	Direct

Footnotes

F1: The Reporting Person acquired 1,000 shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") in connection with the formation and capitalization of the Issuer at a cost of $1,000. The Issuer repurchased these shares for $1,000 upon closing of the Issuer's initial public offering.

F2: Represents common units of limited partnership interest ("OP Units") in Summit Hotel OP, LP, the operating partnership of the Issuer (the "Operating Partnership"). The Issuer is the sole member of the general partner of the Operating Partnership.

F3: Holders of OP Units have redemption rights that enable them to cause the Operating Partnership to redeem their OP Units for cash or, at the option of the Issuer, for shares of Common Stock on a one-for-one basis beginning one year after the issuance of the OP Units.

F4: The OP Units were issued either pursuant to (a) a contribution agreement between the Operating Partnership and The Summit Group, Inc. ("SGI"), which is wholly owned by the Reporting Person, pursuant to which SGI contributed its Class B membership interest in Summit Group of Scottsdale, Arizona, LLC ("Summit of Scottsdale") to the Operating Partnership or (b) a merger agreement between the Operating Partnership and its predecessor, Summit Hotel Properties, LLC (the "LLC"), pursuant to which the LLC merged with and into the Operating Partnership (the "Merger").

F5: Not applicable.

F6: The value of each OP Unit was $9.75 as of the Transaction Date, based on the price per share of Common Stock at the time of the Issuer's initial public offering.

F7: 1,109,164 OP Units were issued to SGI in the Merger in exchange for its membership interests in the LLC.

F8: 74,829 OP Units were issued to SGI in the Merger in exchange for its Class B membership interest in Summit of Scottsdale.

F9: 316,886 OP Units were issued to entities affiliated with the Reporting Person other than SGI, over which the Reporting Person shares voting and investment power with individuals who are not affiliated with the Issuer.

F10: The options were granted pursuant to the Issuer's 2011 Equity Incentive Plan in connection with the initial public offering of the Issuer.

F11: The options will vest ratably on the first five anniversaries of the date of grant subject to the Reporting Person's continued employment with the Issuer.