Hospitality Investors Trust (HPITQ) Form 4 Hospitality Investors Trust / STANLEY R PERLA ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PERLA STANLEY R

(Last) (First) (Middle)

C/O HOSPITALITY INVESTORS TRUST, INC.

450 PARK AVENUE, SUITE 1400

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hospitality Investors Trust, Inc. [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/03/2017		D		3,262(1)(2)	D	$0	3,336	D
Common Stock	07/03/2017		A		3,262(1)(2)	A	$0	6,598	D
Common Stock	07/03/2017		A		3,788(3)	A	$0	10,386(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On July 3, 2017, the reporting person forfeited all outstanding and unvested restricted shares of common stock and received a grant of an equal number of restricted share units issued under the Amended and Restated Employee and Director Incentive Restricted Share Plan (the "RSP") of Hospitality Investors Trust, Inc. (the "Company"). Each restricted share unit represents a contingent right to receive one share of common stock of the Company. The restricted share units are subject to the same vesting terms as the restricted shares that were forfeited as follows: (i) 266.7 restricted share units vesting in equal installments on January 7, 2018 and January 7, 2019; (ii) 266.6 restricted share units vesting in equal installments on May 28, 2018 and May 28, 2019;

2. and (iii) 266.6 restricted share units vesting in equal installments on June 16, 2018 and the next two anniversaries of that date and (iv) 279.2 restricted share units vesting in equal annual installments on July 5, 2017 and each of the next four anniversaries of that date. Vested units may only be settled in shares of common stock and such settlement generally will be on the earliest of (i) in the calendar year in which the third anniversary of the vesting date occurs, (ii) termination of the reporting person and (iii) a change in control event.

3. Restricted share units issued under the RSP. Each restricted share unit represents a contingent right to receive one share of common stock of the Company. The restricted share units vest in full on the earlier of (i) the date of the 2018 annual meeting of the board of directors of the Company; or (ii) July 3, 2018. Vested units may only be settled in shares of common stock and such settlement generally will be on the earliest of (i) in the calendar year in which the third anniversary of the vesting date occurs, (ii) termination of the reporting person and (iii) a change in control event.

4. This amount includes shares of common stock issued to the reporting person as distributions since the reporting person's Form 4 filed with the Securities and Exchange Commission on August 1, 2016.

	/s/ Stanley R. Perla	07/03/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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