(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated, and state how it was determined):

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2), and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number or the form or schedule and the date of its filing.

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1.	to elect the trustees of the Company to serve until our 2015 Annual Meeting of Shareholders and until their successors are duly elected and qualified;

2.	to ratify the appointment of KPMG LLP to serve as our independent registered public accountants for the year ending December 31, 2014;

3.	to approve, in an advisory and non-binding vote, the compensation of our named executive officers as disclosed in this proxy statement; and

4.	to consider and act upon any other matters that may properly be brought before the Annual Meeting and at any adjournments or postponements thereof.

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A.

We are soliciting proxies by mailing this Proxy Statement and proxy card to our shareholders. In addition to solicitation by mail, some of our trustees, officers and employees may make additional solicitations by telephone or in person without extra compensation. We will pay the solicitation costs and will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding proxy materials to beneficial owners.

A.	All holders of record of our common shares of beneficial interest, $0.01 par value per share (“Common Shares”), as of the close of business on February 26, 2014, which is the record date, are entitled to vote at the Annual Meeting.

A.

A quorum at the Annual Meeting will consist of a majority of the votes entitled to be cast by the holders of all outstanding Common Shares. No business may be conducted at the meeting if a quorum is not present. As of the record date, 63,895,085 Common Shares were issued and outstanding. If less than a majority of our outstanding Common Shares entitled to vote are represented at the Annual Meeting, the chairperson of the meeting may adjourn or postpone the Annual Meeting to another date, time or place, not later than 120 days after the original record date of February 26, 2014. Notice need not be given of the new date, time or place if announced at the meeting before an adjournment or postponement is taken.

A.	You are entitled to one vote for each whole Common Share you held as of the record date. Our shareholders do not have the right to cumulate their votes for trustees.

A.

You may vote by Internet, by telephone, by mail or in person at the Annual Meeting. Authorizing your proxy by one of the methods described below will not limit your right to attend the Annual Meeting and vote your Common Shares in person. Your proxy (one of the individuals named in your proxy card) will vote your Common Shares per your instructions. If you fail to provide instructions on a properly submitted proxy, your proxy will vote, as recommended by the Board of Trustees, in favor of (FOR ALL) the trustee nominees, in favor of (FOR) the ratification of the appointment of KPMG LLP as our independent registered public accountants, and in favor of (FOR) the approval of the compensation of our named executive officers.

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A.	If you have Common Shares held by a broker, you may instruct your broker to vote your Common Shares by following the instructions that the broker provides to you. Most brokers allow you to authorize your proxy by mail, telephone and the Internet.

A.	You will be voting on:

•	Proposal 1: the election of seven trustees to hold office until our 2015 Annual Meeting of Shareholders and until their successors are duly elected and qualified;

•	Proposal 2: the ratification of the appointment of KPMG LLP to serve as our independent registered public accountants for the year ending December 31, 2014; and

•	Proposal 3: the approval, by advisory and non-binding vote, of the compensation of our named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the narrative disclosures that accompany the compensation tables contained in this Proxy Statement).

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Q.	What vote is required to approve the proposals, assuming that a quorum is present at the Annual Meeting?

Q.	How are abstentions and broker non-votes treated?

A.

A “broker non-vote” occurs when a bank, broker or other holder of record holding Common Shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Pursuant to Maryland law, abstentions and broker non-votes are counted as present for purposes of determining the presence of a quorum. Abstentions and broker non-votes will not count “for” or “against” Proposals 1 and 3 and thus will have no effect on the result of the voting on these proposals. Abstentions will not count “for” or “against” Proposal 2 and thus will have no effect on the result of the voting on this proposal.

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Q.	Will there be any other items of business on the agenda?

A.

The Board of Trustees does not know of any other matters that may be brought before the Annual Meeting nor does it foresee or have reason to believe that proxy holders will have to vote for substitute or alternate nominees for election to the Board of Trustees. In the event that any other matter should properly come before the Annual Meeting or any nominee is not available for election, the persons named in the enclosed proxy will have authority to vote all proxies with respect to such matters in their discretion.

Q.	What happens if I submit my proxy without providing voting instructions on all proposals?

A.

Proxies properly submitted will be voted at the Annual Meeting in accordance with your directions. If a properly submitted proxy does not provide voting instructions on a proposal, the proxy will be voted to elect (FOR ALL) all of the trustee nominees listed in “Proposal 1 – Election of Trustees,” in favor of (FOR) “Proposal 2 – Ratification of Appointment of Independent Registered Public Accountants” and in favor of (FOR) “Proposal 3 – Approval, by Advisory and Non-binding Vote, of Executive Compensation (“Say-On-Pay”).”

Q.	Will anyone contact me regarding this vote?

A.	No arrangements or contracts have been made with any solicitors as of the date of this Proxy Statement, although we reserve the right to engage solicitors if we deem them necessary. Solicitations may be made by mail, telephone, facsimile, e-mail or personal interviews.

Q.	Who has paid for this proxy solicitation?

A.

We have paid the entire expense of preparing, printing and mailing the proxy materials and any additional materials furnished to shareholders. Proxies may be solicited by our trustees, officers or employees personally or by telephone without additional compensation for such activities. We also will request persons, firms and corporations holding Common Shares in their names or in the names of their nominees, which are beneficially owned by others, to send appropriate solicitation materials to such beneficial owners. We will reimburse such holders for their reasonable expenses.

Q.	May shareholders ask questions at the Annual Meeting?

A.	Yes. There will be time allotted at the meeting when our representatives will answer questions from the floor.

Q.	What does it mean if I receive more than one proxy card?

A.	It probably means your Common Shares are registered differently and are in more than one account. Sign and return, or vote by Internet or phone, all proxy cards to ensure that all your Common Shares are voted.

Q.	Can I change my vote after I have voted?

A.

Yes. A shareholder may revoke a proxy at any time prior to its exercise by filing with our corporate secretary a duly executed revocation of proxy, by properly submitting by mail, phone or Internet a proxy to our corporate secretary bearing a later date or by appearing at the meeting and voting in person. Proxies properly submitted by mail, phone or Internet do not preclude a shareholder from voting in person at the meeting. Attendance at the meeting will not by itself constitute revocation of a proxy.

Q.	Can I find additional information on the Company’s website?

A.	Yes. Our Internet website is located at www.pebblebrookhotels.com. Although the information contained on our website is not part of this Proxy Statement, you can view additional information on the website,

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•	Non-Classified Board - All of the members of the Board of Trustees must be elected annually.

•	Resignation Policy - Our trustees are subject to our trustee resignation policy as part of our policy on voting procedures with respect to the election of trustees.

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•	Independent Majority - A majority of the members of the Board of Trustees are independent of the Company and its officers and employees.

•	Exclusively Independent Committees - All members of the three standing committees of the Board of Trustees are independent of the Company and our officers and employees.

•	Regular Executive Sessions - The independent members of the Board of Trustees, as well as each of its three standing committees, meet regularly without the presence of any of our officers or employees.

•	Lead Trustee - We have appointed a Lead Trustee whose primary responsibilities are to preside at executive sessions of the Board of Trustees and to preside at meetings of the Board of Trustees when the Chairman is absent.

•	3.0x for Trustees - We have adopted share ownership guidelines that apply to our independent trustees. Each trustee should own shares of beneficial interest of the Company in aggregate value at least equal to three times the amount of annual compensation the trustee receives for services as one of our trustees, including any fees for service as a committee chairperson.

•	3x - 5x for Executives - We have adopted share ownership guidelines that apply to our named executive officers. Each named executive officer should own shares of beneficial interest of the Company in aggregate value at least equal to three times (and, in the case of our Chief Executive Officer, five times) the amount of the executive officer’s annual base salary.

•

Our insider trading policy prohibits our officers, trustees, employees and consultants of the Company and their respective family members from, among other prohibited activities, engaging in short-term or speculative transactions in the Company’s securities or in other transactions in the Company’s securities that may lead to inadvertent violations of insider trading laws. We prohibit our officers, trustees, employees and consultants of the Company and their respective family members from engaging in short sales of the Company’s securities and transactions in publicly traded options on the Company’s securities, such as puts, calls and other derivative securities, on an exchange or in any other market.

•

We expect the SEC, in accordance with the requirements of the Dodd-Frank Act, to issue regulations regarding clawback policies. We intend to adopt a clawback policy that will apply to our executive officers in conformity with the SEC regulations once they have been implemented. We have chosen to wait to adopt a formal policy until the SEC issues its regulations to insure that our policy will be fully compliant.

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•	a trustee who is, or who has been within the last three years, an employee of the Company, or whose immediate family member is, or has been within the last three years, an executive officer of the Company;

•	a trustee who has received, or who has an immediate family member serving as an executive officer who has received, during any twelve-month period within the last three years more than $120,000 in direct compensation from the Company (excluding trustee and committee fees and pension/other forms of deferred compensation for prior service that is not contingent in any way on continued service);

•

(i) a trustee who is or whose immediate family member is a current partner of a firm that is the Company’s internal or external auditor; (ii) a trustee who is a current employee of such a firm; (iii) a trustee who has an immediate family member who is a current employee of such a firm and personally works on the Company’s audit; or (iv) a trustee who was or whose immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the Company’s audit within that time;

•	a trustee who is or has been within the last three years, or whose immediate family member is or has been within the last three years, employed as an executive officer of another company where any of our present executives at the same time serves or served on that company’s compensation committee; or

•	a trustee who is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues (as reported for the last completed fiscal year).

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(1)	Ms. Donnell elected to receive half of her $110,000 fee for service in the form of 1,796 Common Shares valued at a price per share of $30.629, which was the average of the closing prices of Common Shares on the NYSE for the ten trading days preceding the date of payment.

(2)	Mr. Jackson elected to receive his entire $110,000 fee for service in the form of 3,591 Common Shares valued at a price per share of $30.629, which was the average of the closing prices of Common Shares on the NYSE for the ten trading days preceding the date of payment.

(3)	Mr. Miller elected to receive half of his $100,000 fee for service in the form of 1,632 Common Shares valued at a price per share of $30.629, which was the average of the closing prices of Common Shares on the NYSE for the ten trading days preceding the date of payment.

(4)	Mr. Schall elected to receive his entire $100,000 fee for service in the form of 3,265 Common Shares valued at a price per share of $30.629, which was the average of the closing prices of Common Shares on the NYSE for the ten trading days preceding the date of payment.

(5)	Mr. Webb elected to receive half of his $100,000 fee for service in the form of 1,632 Common Shares valued at a price per share of $30.629, which was the average of the closing prices of Common Shares on the NYSE for the ten trading days preceding the date of payment.

(6)	Ms. Wright elected to receive half of her $115,000 fee for service in the form of 1,877 Common Shares valued at a price per share of $30.629, which was the average of the closing prices of Common Shares on the NYSE for the ten trading days preceding the date of payment.

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•	any stated reason or reasons why shareholders who cast withheld votes for the trustee did so;

•	the qualifications of the trustee; and

•	whether the trustee’s resignation from the Board of Trustees would be in the Company’s best interest and the best interest of our shareholders.

•	continued service by the trustee until the next relevant meeting of shareholders;

•	rejection of the resignation offer; or

•	rejection of the resignation offer coupled with a commitment to seek to address the underlying cause or causes of the majority-withheld vote.

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•

Hotel operating performance improvement exceeded that of our peers by over 40%: our “same-store” hotel-level earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the year ended December 31, 2013 grew by 8.9% compared to the prior year, whereas the average growth in comparable same-store hotel-level EBITDA of the REITs in the full-service hotel sector whom we consider to be our peers was 6.1%. We consider Ashford Hospitality Trust, Chesapeake Lodging Trust, DiamondRock Hospitality Company, Host Hotels & Resorts, Inc., LaSalle Hotel Properties, Strategic Hotels & Resorts, Inc. and Sunstone Hotel Investors, Inc. to be our peers.

•	Actual hotel operating performance was below our projected underwriting goals for hotel acquisitions: for the year ended December 31, 2013, our actual hotel-level EBITDA was below our underwritten 2013 hotel-level EBITDA by approximately 90 basis points.

•

Realized savings across portfolio by formalizing “best practices” program and initiatives: for 2013, we significantly exceeded our goal of producing at least $5.0 million of annualized expense savings or increased profitability by identifying and implementing best practices across our portfolio of hotels. We implemented measures and investments estimated to produce annualized savings of approximately $6.5 million.

•	Successfully completed numerous hotel capital re-investment programs on time and within budget: for 2013, we made $53.1 million of capital improvements throughout our portfolio, including significant capital improvements at Hotel Zetta, Sofitel Philadelphia, Hotel Vintage Park Seattle, Le Méridien Delfina Santa Monica and Affinia 50.

•	Completed acquisitions of four high-quality hotel properties in our target markets: we acquired the Embassy Suites San Diego Bay-Downtown in San Diego, California; the Redbury Hotel in Hollywood, California; the Hotel Modera Portland, Oregon; and the Radisson Fisherman's Wharf in San Francisco, California.

•	Maintained and strengthened financial controls and risk management: the audit of our internal controls and procedures again found no material weaknesses and no significant deficiencies, as set forth in the audit reports filed as part of our Annual Report on Form 10-K for the year ended December 31, 2013.

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(1)

See the Summary Compensation Table located elsewhere in this proxy statement for information about actual 2013 compensation paid to our named executive officers for 2013. Percentages do not include one-time retention awards made in December 2013 (as described below), which were not contemplated in January 2013. Taking those awards into account for purposes of this table, the percentages shown would be 7%, 7% and 86% for our Chief Executive Officer and 8%, 7% and 85% for each of our Chief Financial Officer and Chief Investment Officer.

(2)	Percentages include awards in January 2013 of time-based restricted Common Shares and performance-based equity, which comprised 40% and 60%, respectively, of the target equity-based compensation amount, respectively.

(3)	Percentages shown do not total 100% solely due to rounding.

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(1)	Percentages include awards in February 2014 of time-based restricted Common Shares and performance-based equity, which comprise 40% and 60%, respectively, of the target equity-based compensation amount, respectively.

•	an amount necessary to retain the named executive officers;

•	an assessment of the scope of the named executive officer’s responsibilities, leadership and individual role within the executive management team;

•	the named executive officer’s reputation and experience in the lodging industry;

•	the competitive market compensation paid to executive officers in similar positions at peer REITs; and

•	the operating history, size and age of the Company.

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•

Hotel operating performance improvement exceeded that of our peers by over 40%: our “same-store” hotel-level EBITDA for the year ended December 31, 2013 grew by 8.9% compared to the prior year, whereas the average growth in comparable same-store hotel-level EBITDA of the REITs in the full-service hotel sector whom we consider to be our peers was 6.1%. We consider Ashford Hospitality Trust, Chesapeake Lodging Trust, DiamondRock Hospitality Company, Host Hotels & Resorts, Inc., LaSalle Hotel Properties, Strategic Hotels & Resorts, Inc. and Sunstone Hotel Investors, Inc. to be our peers.

•	Actual hotel operating performance was below our projected underwriting goals for hotel acquisitions: for the year ended December 31, 2013, our actual hotel-level EBITDA was below our underwritten 2013 hotel-level EBITDA by approximately 90 basis points.

•

Realized savings across portfolio by formalizing “best practices” program and initiatives: for 2013, we significantly exceeded our goal of producing at least $5.0 million of annualized expense savings or increased profitability by identifying and implementing best practices across our portfolio of hotels. We implemented measures and investments estimated to produce annualized savings of approximately $6.5 million.

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•	Successfully completed numerous hotel capital re-investment programs on time and within budget: for 2013, we made $53.1 million of capital improvements throughout our portfolio, including significant capital improvements at Hotel Zetta, Sofitel Philadelphia, Hotel Vintage Park Seattle, Le Méridien Delfina Santa Monica and Affinia 50.

•	Completed acquisitions of four high-quality hotel properties in our target markets: we acquired the Embassy Suites San Diego Bay-Downtown in San Diego, California; the Redbury Hotel in Hollywood, California, the Hotel Modera Portland, Oregon; and the Radisson Fisherman's Wharf in San Francisco, California.

•	Maintained and strengthened financial controls and risk management: the audit of our internal controls and procedures again found no material weaknesses and no significant deficiencies, as set forth in the audit reports filed as part of our Annual Report on Form 10-K for the year ended December 31, 2013.

•

35% is determined by the percentage growth of the Company’s comparable hotel-level EBITDA for the year ended December 31, 2013 as compared to the year ended December 31, 2012 measured against the average percentage growth in the same measure of a group of peer REITs in the full-service hotel sector, including Ashford Hospitality Trust, Chesapeake Lodging Trust (excluded for 2013 to ensure data comparability), DiamondRock Hospitality Company, Host Hotels & Resorts, Inc., LaSalle Hotel Properties, Strategic Hotels & Resorts, Inc. and Sunstone Hotel Investors, Inc. (the “Peer Group”), (the “2013 EBITDA Growth Objective”);

•	35% is determined by the amount of Company actual hotel-level EBITDA for the year ending December 31, 2012 compared to the aggregate amount of 2013 hotel-level EBITDA projected by the Company’s underwriting process at the time of each hotel’s acquisition (the “2013 Underwritten EBITDA Objective”); and

•	30% is determined by the degree to which particular business objectives, including certain capital re-investment programs, asset management initiatives, acquisition goals, medium-term debt refinancings and internal controls and compliance, are executed and met (the “2013 Operating Objective”).

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(1)	The Compensation Committee did not establish a threshold level of performance for any of the performance objectives. Rather, the Compensation Committee established a minimum payout level of zero for each performance objective, and the minimum payout level for all performance objectives in the aggregate is zero.

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•	35% is determined by the percentage growth of the Company’s comparable hotel-level EBITDA from December 31, 2013 to December 31, 2014 measured against the average percentage growth in the same measure of the Peer Group, (the “2014 EBITDA Growth Objective”);

•	35% is determined by the percentage growth of the Company's adjusted funds from operations (“Adjusted FFO”) per Common Share from December 31, 2013 to December 31, 2014 compared to the average percentage growth in the same measure per share for the Peer Group (the “2014 Adjusted FFO Growth Objective”); and

•	30% is determined by the degree to which particular business objectives, including asset management initiatives, certain capital re-investment programs, acquisition goals and internal controls and compliance, are executed and met (the “2014 Operating Objective”).

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•	30% is determined by the Company’s total shareholder return (Common Share price appreciation/depreciation plus paid dividends) (“TSR”) measured from December 31, 2012 through December 31, 2015 compared to the Peer Group’s average TSR (the “2013 Group TSR Objective”);

•	30% is determined by the Company’s total shareholder return (Common Share price appreciation/depreciation plus paid dividends) from December 31, 2012 through December 31, 2015 (the “2013 Absolute TSR Objective”); and

•	40% is determined by reduction of the gap between the Company’s hotel-level EBITDA margin and that reported by LaSalle Hotel Properties from December 31, 2012 through December 31, 2015, measured annually (the “2013 Direct Competitor Objective”).

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(1)	The Compensation Committee did not establish a threshold level of performance for any of the performance objectives. Rather, the Compensation Committee established a minimum payout level of zero for each performance objective and the minimum payout level for all performance objectives in the aggregate is zero.

(1)	The Compensation Committee did not establish a threshold level of performance for any of the performance objectives. Rather, the Compensation Committee established a minimum payout level of zero for each performance objective and the minimum payout level for all performance objectives in the aggregate is zero.

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(2)

The amounts in this column show the dollar values of the performance-based equity awards assuming that on the grant date of the awards the highest level of performance was probable, the maximum value of the awards would be earned and the value per Common Share subject to performance-based vesting was assumed to be the closing price per Common Share on the NYSE on the date of grant, January 30, 2013. The values of the performance-based equity awards are dependent in part on the Company’s performance over a three-year period and there is no assurance that the maximum value of the awards will be earned.

•	30% is determined by the Company’s TSR measured from December 31, 2013 through December 31, 2016 compared to the Peer Group’s average TSR (the “2014 Group TSR Objective”);

•	30% is determined by the Company’s TSR from December 31, 2013 through December 31, 2016 (the “2014 Absolute TSR Objective”); and

•	40% is determined by reduction of the gap between the Company’s hotel-level EBITDA margin and that reported by LaSalle Hotel Properties from December 31, 2013 through December 31, 2016, measured annually (the “ 2014 Direct Competitor Objective”).

(1)	The Compensation Committee did not establish a threshold level of performance for any of the performance objectives. Rather, the Compensation Committee established a minimum payout level of zero for each performance objective and the minimum payout level for all performance objectives in the aggregate is zero.

(2)	The amounts in this column show the dollar values of the performance-based equity awards assuming that on the grant date of the awards the highest level of performance was probable, the maximum value of the awards would be earned and the value per performance unit was assumed to be the closing price per Common Share on the NYSE on the date of grant, February 4, 2014.

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(1)

For each named executive officer for each year, the total of the amounts shown in the Bonus and Non-Equity Incentive Plan Compensation columns equals the amount of the annual cash incentive bonus. Any amount shown in the Bonus column is the discretionary amount of the annual cash incentive bonus awarded to a named executive officer in excess of the formula-based amount of the annual cash incentive bonus for that year.

(2)

For information regarding the Company’s assumptions made in the valuation of time-based restricted share awards, performance-based equity awards and LTIP unit awards, see Note 8 to the financial statements included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2013. The table below shows the dollar value of performance-based equity awards for each named executive officer assuming that on the grant date of the awards the highest level of performance was probable, the maximum value of the awards would be earned and the value per Common Share subject to performance-based vesting was assumed to be the closing price per Common Share on the NYSE on the date of grant. The values of the performance-based equity awards are dependent on the Company’s performance over a three-year or six-year period, as applicable, and there is no assurance that the maximum value of the awards will be earned.

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(3)

Reflects the grant of 109,240 LTIP Class B units under the 2009 Equity Incentive Plan in December 2013 which vest ratably on January 1, 2016, 2017, 2018, 2019 and 2020. Also reflects 21,112 restricted Common Shares that vest ratably on January 1, 2014, January 1, 2015 and January 1, 2016 and the target amount of Common Shares that may vest pursuant to the January 2013 and December 2013 performance-based equity awards.

(4)	Amount of actual cash incentive bonus paid in March 2014 for 2013 performance.

(5)	Amount includes (i) $17,657 in health insurance premiums, (ii) $10,058 in dental, life and long-term disability insurance premiums, (iii) $10,200 in employer-matching contributions to the Company’s 401(k) plan and (iv) $6,000 in employer-matching charitable contributions.

(6)	Reflects 21,460 restricted Common Shares that vest ratably on January 1, 2013, January 1, 2014 and January 1, 2015 and the target amount of Common Shares that may vest pursuant to the 2012 performance-based equity award.

(7)	Amount of actual cash incentive bonus paid in February 2013 for 2012 performance.

(8)	Amount includes (i) $18,260 in health insurance premiums, (ii) $13,319 in dental, life and long-term disability insurance premiums, (iii) $10,000 in employer-matching contributions to the Company’s 401(k) plan and (iv) $5,250 in employer-matching charitable contributions.

(9)	Reflects 29,674 restricted Common Shares that vest ratably on January 1, 2012, January 1, 2013 and January 1, 2014.

(10)	Amount of actual cash incentive bonus paid in February 2012 for 2011 performance.

(11)	Amount includes (i) $15,984 in health insurance premiums, (ii) $10,387 in dental, life and long-term disability insurance premiums, (iii) $9,800 in employer-matching contributions to the Company’s 401(k) plan and (iv) $4,250 in employer-matching charitable contributions.

(12)

Reflects the grant of 58,821 LTIP Class B units under the 2009 Equity Incentive Plan in December 2013 which vest ratably on January 1, 2016, 2017, 2018, 2019 and 2020. Also reflects 8,754 restricted Common Shares that vest ratably on January 1, 2014, January 1, 2015 and January 1, 2016 and the target amount of Common Shares that may vest pursuant to the January 2013 and December 2013 performance-based equity awards.

(13)	Amount includes (i) $19,736 in health insurance premiums, (ii) $8,839 in dental, life and long-term disability insurance premiums, (iii) $10,200 in employer-matching contributions to the Company’s 401(k) plan and (iv) $1,000 in employer-matching charitable contributions.

(14)	Reflects 8,495 restricted Common Shares that vest ratably on January 1, 2013, January 1, 2014 and January 1, 2015 and the target amount of Common Shares that may vest pursuant to the 2012 performance-based equity award.

(15)	Amount includes (i) $18,260 in health insurance premiums, (ii) $8,677 in dental, life and long-term disability insurance premiums, (iii) $10,000 in employer-matching contributions to the Company’s 401(k) plan and (iv) $250 in employer-matching charitable contributions.

(16)	Reflects 14,837 restricted Common Shares that rest ratably on January 1, 2012, January 1, 2013 and January 1, 2014.

(17)	Amount includes (i) $15,984 in health insurance premiums and coverage under COBRA, (ii) $7,817 in dental, life and long-term disability insurance premiums, (iii) $9,800 in employer-matching contributions to the Company’s 401(k) and (iv) $250 in employer-matching charitable contributions.

(18)	Amount includes (i) $19,736 in health insurance premiums, (ii) $8,839 in dental, life and long-term disability insurance premiums, and (iii) $10,200 in employer-matching contributions to the Company’s 401(k) plan.

(19)	Amount includes (i) $18,260 in health insurance premiums, (ii) $8,677 in dental, life and long-term disability insurance premiums, (iii) $10,000 in employer-matching contributions to the Company’s 401(k) plan and (iv) $250 in employer-matching charitable contributions.

(20)	Amount includes (i) $15,984 in health insurance premiums and coverage under COBRA, (ii) $7,817 in dental, life and long-term disability insurance premiums and (iii) $9,800 in employer-matching contributions to the Company’s 401(k) plan.

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(1)	On March 11, 2014, the Board of Trustees approved, as recommended by the Compensation Committee, actual annual cash incentive bonuses for Messrs. Bortz, Martz and Fisher of $780,000, $388,800 and $388,800, respectively, for 2013 performance.

(2)	For each executive, the actual amount of Common Shares that will be issued upon the applicable vesting date pursuant to the performance-based award will depend on our performance against the long-term objectives defined in the agreements and requires that the recipient

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(3)	The Compensation Committee did not establish a threshold level of performance. Rather, the Compensation Committee established a minimum payout level of zero.

(4)	The award is subject to time-based vesting ratably on January 1 of 2014, 2015 and 2016.

(5)	The Compensation Committee did not establish a threshold level of performance for any of the performance objectives. Rather, the Compensation Committee established a minimum payout level of zero for each performance objective and the minimum payout level for all performance objectives in the aggregate is zero.

(6)	The dollar value is computed assuming that the target number of shares vests.

(7)	The award is subject to time-based vesting ratably on January 1 of 2016, 2017, 2018, 2019 and 2020.

(1)

Pursuant to SEC rules, for purposes of this table the market value per unvested LTIP unit and restricted Common Share, as applicable, is assumed to be $30.76, the closing market price per Common Share at the end of the last completed fiscal year, December 31, 2013. The “founders” LTIP units reached parity with Common Shares in April 2011. For more information regarding the Company’s assumptions made in the valuation of these equity awards, see Note 8 to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

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(2)	Amount includes LTIP Class A units that have not vested from initial award that vest ratably on each December 14 for five years, beginning on December 14, 2010.

(3)	Amount includes LTIP Class A units that have not vested from initial award that vest ratably on each January 11 for five years, beginning on January 11, 2011.

(4)	Amount includes restricted Common Shares that have not vested from initial award that vest ratably on each January 1 for three years, beginning on January 1, 2012.

(5)	Amount includes restricted Common Shares that have not vested from initial award that vest ratably on each January 1 for three years, beginning on January 1, 2013.

(6)	The Compensation Committee did not establish a threshold level of performance for this performance-based equity award, therefore the amount represents the payout in Common Shares assuming the target level of performance is achieved.

(7)	Amount includes restricted Common Shares that have not vested from initial award that vest ratably on each January 1 for three years, beginning on January 1, 2014.

(8)	Amount includes LTIP Class B units that have not vested from initial award that vest ratably on January 1, 2016, 2017, 2018, 2019 and 2020.

(1)	Amounts include vested LTIP Class A units and restricted Common Shares.

(2)

For purposes of this table, the market value per vested LTIP Class A unit is assumed to be the closing market price per Common Share on the vesting date. The “founders” LTIP Class A units reached parity with Common Shares in April 2011. For more information regarding the Company’s assumptions made in the valuation of these equity awards, see Note 8 to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

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•	a lump sum cash payment equal to the sum of his annual base salary, annual cash target incentive bonus and accrued vacation time earned but not paid to the date of termination;

•

a lump sum cash payment equal to the product of three (in the case of Mr. Bortz) or two (in the case of Messrs. Martz and Fisher) times the sum of (x) his then-current annual base salary plus (y) the greater of (i) the bonus most recently paid to him and (ii) the average of the annual cash incentive bonuses paid to him with respect to the three most recent fiscal years ending before the date of termination;

•	a lump sum cash payment equal to three (in the case of Mr. Bortz) or two (in the case of Messrs. Martz and Fisher) times the annual premium or cost (including amounts paid by him) for his health, dental, disability and life insurance benefits; and

•	such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company (including accelerated vesting of equity awards as discussed below under “—Vesting of Long-Term Equity Incentive Awards”).

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•	a lump sum cash payment equal to the sum of his annual base salary, annual cash target incentive bonus and accrued vacation time earned but not paid to the date of termination;

•	a lump sum cash payment equal to the sum of (x) his then-current annual base salary, plus (y) the greater of (i) the bonus most recently paid to him and (ii) the average of the annual cash incentive bonuses paid to him with respect to the three most recent fiscal years ending before the date of termination;

•	a lump sum cash payment equal to the product of one (in the case of Mr. Bortz) or two-thirds (in the case of Messrs. Martz and Fisher) times the annual premium or cost (including amounts paid by him) for his health, dental, disability and life insurance benefits; and

•	such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company (including accelerated vesting of equity awards as discussed below under “—Vesting of Long-Term Equity Incentive Awards”).

•	a lump sum cash payment equal to the sum of his annual base salary and accrued vacation time earned but not paid to the date of termination; and

•	such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company (including accelerated vesting of equity awards as discussed below under “—Vesting of Long-Term Equity Incentive Awards”).

•	“Cause” shall mean that the Board concludes, in good faith and after reasonable investigation, that:

•	the executive has been charged with conduct which is a felony under the laws of the United States or any state or political subdivision thereof;

•	the executive engaged in conduct relating to the Company constituting material breach of fiduciary duty, willful misconduct (including acts of employment discrimination or sexual harassment) or fraud;

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•	the executive breached the non-solicitation obligations or covenants of his change in control severance agreement in any material respect; or

•

the executive materially failed to follow a proper directive of the Board within the scope of the executive’s duties (which shall be capable of being performed by the executive with reasonable effort) after written notice from the Board specifying the performance required and the executive’s failure to perform within 30 days after such notice. No act, or failure to act, on the executive’s part shall be deemed “willful” unless done, or omitted to be done, by the executive not in good faith or if the result thereof would be unethical or illegal.

•	“Change in Control” shall mean a change in control of the Company if:

•

any “person” as such term is used in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof except that such term shall not include (A) the Company or any of its subsidiaries, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, (D) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of the Company’s common shares, or (E) any person or group as used in Rule 13d-1(b) under the Exchange Act, is or becomes the Beneficial Owner, as such term is defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power or common shares of the Company;

•

during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new trustee (other than (A) a trustee designated by a person who has entered into an agreement with the Company to effect a transaction described in this definition of “Change in Control” or (B) a trustee whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of trustees of the Company) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the trustees then still in office who either were trustees at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

•

there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, more than 50% of the combined voting power and common shares of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or

•

there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect, including a liquidation) other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, more than 50% of the combined voting power and common shares of which is owned by shareholders of the Company in substantially the same proportions as their ownership of the common shares of the Company immediately prior to such sale.

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•	“Good Reason” shall mean the occurrence, without the executive’s prior written consent, of any of the following in connection with or within one year after a Change in Control:

•	any material reduction of the executive’s base salary or target bonus as a percentage of base salary;

•

any material adverse change in the executive’s duties or responsibilities, including assignment of duties inconsistent with his position, significant adverse alteration of the nature or status of responsibilities or the conditions of employment or any material diminution in authority, duties, or responsibilities, including, without limitation, any such material adverse change that results from a transaction pursuant to which the Company ceases to be a publicly traded lodging or hospitality company that is qualified as a REIT for federal income tax purposes and is subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act;

•	any material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report; or

•	the relocation of the Company’s headquarters and/or the executive’s regular work address to a location which requires the Executive to travel more than fifty miles from the Executive’s residence.

•	upon a change in control of the Company, unvested awards vest;

•	upon termination of the executive’s employment with the Company because of his death or disability, the unvested awards vest;

•	upon resignation of the executive for good reason (which must be in connection with or within one year after a change in control), unvested awards vest;

•	upon termination of the executive’s employment with the Company without cause, the unvested awards vest; and

•	upon termination of the executive’s employment with the Company for cause, the unvested awards are forfeited.

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(1)	This column assumes that there was neither accrued but unpaid base compensation nor vacation time earned but unpaid as of December 31, 2013.

(2)

Amounts in this column reflect accelerated vesting of awards of LTIP units, restricted Common Shares and performance-based equity awards granted pursuant to our 2009 Equity Incentive Plan that were outstanding at December 31, 2013. Additional restricted Common Share awards and performance-based equity awards were made to Messrs. Bortz, Martz and Fisher after December 31, 2013. Pursuant to SEC rules, for purposes of this table the market value per unvested LTIP unit, restricted Common Share and Common Share due upon vesting of a performance-based equity award is assumed to be $30.76, the closing market price per Common Share at the end of the last completed fiscal year, December 31, 2013. If the performance period had ended as of December 31, 2013, each executive would have vested at the maximum level of the performance-based equity awards then outstanding. For purposes of this table, performance-based share and unit grants are assumed to vest at the target level of performance. The “founders” LTIP Class A units reached parity with Common Shares in April 2011. The LTIP Class B units granted in December 2013 have not yet reached parity, however, for purposes of the above table, parity is assumed to have occurred. For more information regarding the Company’s assumptions made in the valuation of the

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(3)

Amounts in this column reflect payment to the named executive officer in an amount equal to the federal excise tax on qualifying termination compensation (the “Excise Tax Payment”) plus all federal and state income taxes payable with respect to the Excise Tax Payment. The amounts shown assume tax rates for the named executive officer of 39.6% federal, 5.75% state, 2.35% Medicare and 20% excise, and do not account for local taxes.

(4)	No payments are made and no vesting occurs if the Company terminates the executive for "cause" or the executive resigns without "good reason." Similarly, because "good reason" requires a change in control to have occurred, no payments are made and no vesting occurs if the executive resigns with "good reason" without a change in control having first occurred.

(1)	The number of Common Shares beneficially owned is reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. The number of Common Shares held by the shareholders who filed statements on Schedule 13G as described in other footnotes to this table is current as of the date of the filing of their Schedules 13G.

(2)

The number of Common Shares and the information in this footnote are based on a statement on Schedule 13G filed with the SEC on February 12, 2014 by The Vanguard Group, Inc. (“Vanguard”). Vanguard has sole voting power over 170,374 shares, sole dispositive power over 7,911,093 shares and shared dispositive power over 86,974 shares. Vanguard Fiduciary Trust Company (“VFTC”), a wholly owned subsidiary of Vanguard, is the beneficial owner of 86,974 shares as a result of its serving as investment manager of collective trust accounts. VFTC directs the voting of these shares. Vanguard Investments Australia, Ltd. (“VIA”), a wholly owned subsidiary of Vanguard, is the beneficial owner of 83,400 shares as a result of its serving as investment manager of collective trust accounts. VIA directs the voting of these shares. Vanguard has its principal business office at 100 Vanguard Blvd., Malvern, PA 19355.

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(3)	The number of Common Shares and the information in this footnote are based on a statement on Schedule 13G filed with the SEC on January 31, 2014 by BlackRock, Inc. (“BlackRock”). BlackRock has sole voting power over 4,518,329 shares and sole dispositive power over 4,733,212 shares. BlackRock has its principal business office at: 40 East 52nd Street, New York, NY 10022.

(4)	The number of Common Shares and the information in this footnote are based on a statement on Schedule 13G filed with the SEC on February 4, 2014 by Vanguard Specialized Funds - Vanguard REIT Index Fund (“Vanguard REIT”). Vanguard REIT has sole voting power over 4,163,755 shares. Vanguard REIT has its principal business office at 100 Vanguard Blvd., Malvern, PA 19355.

(5)

The number of Common Shares and the information in this footnote are based on a statement on Schedule 13G filed with the SEC on February 11, 2014 by T. Rowe Price Associates, Inc. (“Price Associates”). Price Associates has sole voting power over 419,300 shares and sole dispositive power over 3,849,368 shares. Price Associates has its principal business office at: 100 E. Pratt Street, Baltimore, MD 21202.

(6)	The number of Common Shares and the information in this footnote are based on a statement on Schedule 13G filed with the SEC on February 14, 2014 by Cohen & Steers, Inc. (“Cohen”). Cohen has sole voting power over 863,774 shares and sole dispositive power over 3,332,918 shares. Cohen has its principal business office at: 280 Park Avenue, 10th Floor, New York, NY 10017.

(1)	The number of Common Shares beneficially owned is reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities.

(2)	The number of Series A Preferred Shares beneficially owned is reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities.

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(3)	This amount includes 40,944 shares of unvested restricted Common Shares granted under the 2009 Equity Incentive Plan and does not include 398,454 LTIP units held by Mr. Bortz. See “Outstanding Equity Awards at Fiscal Year-End” table for details regarding vesting schedules of these restricted Common Shares.

(4)	This amount includes 16,883 shares of unvested restricted Common Shares granted under the 2009 Equity Incentive Plan and does not include 111,725 LTIP units held by Mr. Martz. See “Outstanding Equity Awards at Fiscal Year-End” table for details regarding vesting schedules of these restricted Common Shares.

(5)	This amount includes 16,883 shares of unvested restricted Common Shares granted under the 2009 Equity Incentive Plan and does not include 87,230 LTIP units held by Mr. Fisher. See “Outstanding Equity Awards at Fiscal Year-End” table for details regarding vesting schedules of these restricted Common Shares.

(6)	Mr. Schall disclaims beneficial ownership with respect to one-half of these shares.

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