Exhibit 107
Calculation of Filing Fee Table
Form S-3
(Form Type)
PEBBLEBROOK HOTEL TRUST
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial effective date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||||||||||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||||||||||||||||||||
Fees to Be Paid | Equity | Common Shares | Rules 456(b) and 457(r)(3) | (1)(2) | (1)(2) | (1)(2) | (3) | (3) | ||||||||||||||||||||||||||||||||||
Equity | Preferred Shares | Rules 456(b) and 457(r)(3) | (1)(2) | (1)(2) | (1)(2) | (3) | (3) | |||||||||||||||||||||||||||||||||||
Debt | Debt Securities | Rules 456(b) and 457(r)(3) | (1)(2) | (1)(2) | (1)(2) | (3) | (3) | |||||||||||||||||||||||||||||||||||
Other | Warrants(4) | Rules 456(b) and 457(r)(3) | (1)(2) | (1)(2) | (1)(2) | (3) | (3) | |||||||||||||||||||||||||||||||||||
Other | Units(5) | Rules 456(b) and 457(r)(3) | (1)(2) | (1)(2) | (1)(2) | (3) | (3) | |||||||||||||||||||||||||||||||||||
Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||||||||||||||||||||
Total Offering Amounts | — | |||||||||||||||||||||||||||||||||||||||||
Total Fees Previously Paid | — | |||||||||||||||||||||||||||||||||||||||||
Total Fee Offsets | $21,820 | |||||||||||||||||||||||||||||||||||||||||
Net Fee Due | — | |||||||||||||||||||||||||||||||||||||||||
(1) | Omitted pursuant to Form S-3 General Instruction II.E. | |
(2) | Pebblebrook Hotel Trust (the “registrant”) is registering an unspecified number of securities or aggregate principal amount, as applicable, as may from time to time be offered at unspecified prices and, in addition, an unspecified number of additional common shares of beneficial interest, $0.01 par value per share, of the registrant (the “Common Shares”), as may be issued from time to time upon conversion of any debt securities that are convertible into Common Shares or pursuant to any anti-dilution adjustments with respect to any such convertible debt securities. . Pursuant to Rule 457(i) of the Securities Act, this includes such indeterminate number of Common Shares as may be issued upon conversion of or exchange for any of the registrant’s preferred shares of beneficial interest, $0.01 par value per share (“Preferred Shares”), that provide for conversion or exchange into other securities or upon exercise of warrants for such securities. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.. Pursuant to Rule 416(a) under the Securities Act, there is also being registered such indeterminate number of Common Shares as may be issued from time to time with respect to shares being registered hereunder as a result of share splits, share dividends or similar transactions. | |
(3) | In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of the entire registration fee. | |
(4) | The warrants covered by this Registration Statement may be preferred share warrants or common share warrants. | |
(5) | Each unit will be issued under a unit agreement and will represent an interest in one or more Common Shares, Preferred Shares, debt securities or warrants, in any combination. |
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | ||||||||||||||||||
Fee Offset Claims | Pebblebrook Hotel Trust | S-3 | 333-236577 | April 29, 2021 | — | $21,820 | (1) | Equity | Common shares of beneficial interest, $0.01 par value per share | — | $200,000,000 | — | ||||||||||||||||
Fee Offset Sources | Pebblebrook Hotel Trust | S-3 | 333-236577 | — | April 29, 2021 | — | — | — | — | — | $ | 21,820 |
(1) | The registrant previously filed a prospectus supplement, dated April 29, 2021, to a prospectus, dated February 21, 2020, constituting part of its Registration Statement on Form S-3 (File No. 333-236577) (the “Prior Registration Statement”) and paid a registration fee relating to the offer and sale of Common Shares with a proposed maximum aggregate offering price of up to $200,000,000 under its then current “at-the-market” program (the “2021 ATM Program”). As of the date of this registration statement, Common Shares having an aggregate offering price of up to $200,000,000 were not sold under the Prior Registration Statement. Pursuant to Rule 457(p) under the Securities Act, so the registration fee of $21,820 that has already been paid and remains unused with respect to securities that were previously registered pursuant to the Prior Registration Statement and were not sold thereunder may be applied to the filing fees payable pursuant to this registration statement. The Prior Registration Statement expired on February 21, 2023. |