Filed Pursuant to Rule 424(b)(3)
Registration No. 333-217578
PROCACCIANTI HOTEL REIT, INC.
SUPPLEMENT NO. 4 DATED OCTOBER 28, 2020
TO THE PROSPECTUS DATED JULY 7, 2020
This prospectus supplement (the “Supplement”) is part of and should be read in conjunction with the prospectus of Procaccianti Hotel REIT, Inc. dated July 7, 2020 (the “Prospectus”), Supplement No. 1 dated July 29, 2020, Supplement No. 2 to our prospectus dated August 18, 2020 and Supplement No. 3 to our prospectus dated October 5, 2020. Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.
The purposes of this Supplement are as follows:
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to provide an update on our initial public offering;
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to provide an update regarding our distributions;
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to update disclosures in the Prospectus for Regulation Best Interest; and
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to include with the Prospectus a new Form of Subscription Agreement.
Status of our Initial Public Offering
As of October 21, 2020, we had accepted investors’ subscriptions for and issued approximately 2,215,234 K Shares, 652,051 K-I Shares, and 47,550 K-T Shares in the primary portion of this Offering, resulting in receipt of gross proceeds of approximately $21,861,150, $6,030,606 and $475,500, respectively, for total gross proceeds in the primary portion of this Offering of $28,367,256. As of October 21, 2020, we had issued approximately 5,884 K Shares, 6,100 K-I Shares and 439 K-T Shares pursuant to our DRIP, resulting in gross proceeds pursuant to our DRIP of approximately $55,899, $57,950 and $4,175, respectively.
At the termination of our private offering, we had received aggregate gross offering proceeds of approximately $15,582,755 from the sale of approximately 1,253,617 K Shares and 318,409 A Shares, which includes 295,409 A Shares purchased by TPG Hotel REIT Investor, LLC, an affiliate of our advisor, to fund organizational and offering expenses associated with the K Shares and Units sold in our private offering. Further, TPG Hotel REIT Investor, LLC purchased an additional $1,500,000 in A Shares on October 26, 2018 and an additional $690,000 in A Shares on June 10, 2019 pursuant to a private placement.
Therefore, as of October 21, 2020, we had received total gross proceeds of approximately $46,258,035 from the sale of K Shares, K-I Shares, K-T Shares and A Shares in all offerings.
In addition, on February 27, 2020, as partial consideration for our acquisition of the Hilton Garden Inn Property (as defined herein), our operating partnership issued 128,124 Class K units of limited partnership interests in our operating partnership, or Class K OP Units, valued at $10.00 per Class K OP Unit. Such issuance represents a total investment of $1,281,240 in Class K OP Units of our operating partnership. Individuals with direct or indirect interests in the sellers of the Hilton Garden Inn Property who are direct or indirect owners of our sponsor and our advisor received only Class K OP Units and no cash as consideration.
On April 7, 2020, in response to the global pandemic of the novel coronavirus (COVID-19), our board of directors approved the temporary suspension of the sale of shares in our offering, effective April 7, 2020, and of our DRIP, effective April 17, 2020. On June 10, 2020, our board of directors unanimously approved the resumption of the acceptance of subscriptions and the resumption of the operation of the DRIP, which will be effective with the next authorized payment of distributions.
Payment of Distributions
The following information supplements, and should be read in conjunction with, information in the prospectus regarding distributions paid to stockholders:
On October 27, 2020, our board of directors authorized the payment of distributions out of legally available funds with respect to each share of Class K common stock (“K Share”), Class K-I common stock