As filed with the Securities and Exchange Commission on May 30, 2014
Registration No. 333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
LaSalle Hotel Properties
(Exact name of registrant as specified in its charter)

Maryland
6798
36-4219376
(State or other jurisdiction of
(Primary Standard Industrial
(I.R.S. employer
incorporation or organization)
Classification Code Number)
identification number)

3 Bethesda Metro Center, Suite 1200
Bethesda, Maryland 20814
(301) 941-1500
(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)

LASALLE HOTEL PROPERTIES 2014 EQUITY INCENTIVE PLAN
(Full Title of the Plan)

Bruce A. Riggins
LaSalle Hotel Properties
Executive Vice President, Chief Financial Officer and Secretary
3 Bethesda Metro Center, Suite 1200
Bethesda, Maryland 20814
(301) 941-1500
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
Jeffrey M. Sullivan, Esq.
Hunton & Williams LLP
421 Fayetteville Street, Suite 1400
Raleigh, North Carolina 27601
Tel: (919) 899-3094
Fax: (919) 899-3284

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer (do not check if a smaller reporting company) [ ] Smaller reporting company [ ]
_______________
CALCULATION OF REGISTRATION FEE


Title of Shares
To Be Registered
Amount To Be Registered (1)
Proposed Maximum Offering Price Per Share (2)
Proposed
Maximum Aggregate Offering Price (2)

Amount of
Registration Fee (2)
Common Shares of Beneficial Interest, par value $0.01 per share
2,900,000  (3)
$32.245
$93,510,500
$12,044.15

(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also cover additional common shares of beneficial interest which may become issuable by reason of any share split, share dividend, recapitalization or other similar transaction effected without consideration which results in an increase in the number of LaSalle Hotel Properties’ outstanding common shares of beneficial interest.




(2)
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended. The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices for the common shares of beneficial interest as reported on the New York Stock Exchange on May 22, 2014.
(3)
Represents the number of common shares of beneficial interest, par value $0.01 per share, of LaSalle Hotel Properties issuable under the LaSalle Hotel Properties 2014 Equity Incentive Plan (the “Plan”). Common shares of beneficial interest issuable under the Plan include awards of restricted or unrestricted common shares under the Plan and common shares issuable upon exercise of share options, share appreciation rights, performance shares or other share-based awards made under the Plan.
_________________________




PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(a) The documents constituting Part I of this Registration Statement will be sent or given to participants in the LaSalle Hotel Properties 2014 Equity Incentive Plan (the “Plan”) as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).
(b) Upon written or oral request, LaSalle Hotel Properties (the “Company”) will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this Registration Statement. The documents are incorporated by reference in the Section 10(a) prospectus. The Company will also provide, without charge, upon written or oral request, other documents required to be delivered to employees pursuant to Rule 428(b). Requests for the above-mentioned information should be directed to Bruce A. Riggins at the address and telephone number on the cover of this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated herein by reference and are deemed to be a part hereof from the date of the filing of such documents:
(1)
the Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 19, 2014;
(2)
the information specifically incorporated by reference into the Annual Report on Form 10-K for the year ended December 31, 2013 from the Definitive Proxy Statement on Schedule 14A filed with the SEC on March 26, 2014;
(3)
the Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 filed with the SEC on April 23, 2014;
(4)
the Current Reports on Form 8-K filed with the SEC on January 13, 2014 (excluding Item 7.01 and exhibit 99.1 of Item 9.01), February 21, 2014, April 4, 2014 (excluding Item 7.01 and exhibit 99.1 of Item 9.01) and May 9, 2014;
(5)
the description of the Company's common shares in the Registration Statement on Form 8-A filed with the SEC on April 21, 1998, including any amendments and reports filed for the purpose of updating such description; and
(6)
all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities that remain unsold.
Any statement contained in a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.




Item 4. Description of Securities. Not applicable.
Item 5. Interests of Named Experts and Counsel. Not applicable.
Item 6. Indemnification of Directors and Officers.
The officers and trustees of the Company are and will be indemnified under Maryland and Delaware law, the declaration of trust and bylaws of the Company and the partnership agreement of the Operating Partnership against certain liabilities. The declaration of trust of the Company requires it to indemnify its trustees and officers to the fullest extent permitted from time to time under Maryland law. In addition, the Company has also entered into a separate indemnification agreement with each of its trustees and executive officers.
The declaration of trust of the Company authorizes it, to the maximum extent permitted by Maryland law, to obligate itself to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any present or former trustee or officer or (b) any individual who, while a trustee of the Company and at the request of the Company, serves or has served as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her status as a present or former trustee or officer of the Company. The bylaws of the Company obligate it, to the maximum extent permitted by Maryland law, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any present or former trustee or officer who is made party to the proceeding by reason of his service in that capacity or (b) any individual who, while a trustee or officer of the Company and at the request of the Company, serves or has served another real estate investment trust, corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise as a trustee, director, officer or partner of such real estate investment trust, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made a party to the proceeding by reason of his service in that capacity, against any claim or liability to which he may become subject by reason of such status.
The declaration of trust and bylaws also permit the Company to indemnify and advance expenses to any person who served as a predecessor of the Company in any of the capacities described above and to any employee or agent of the Company or a predecessor of the Company. The bylaws require the Company to indemnify a trustee or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made a party by reason of his service in that capacity.
Maryland law permits a Maryland real estate investment trust to indemnify and advance expenses to its trustees, officers, employees and agents to the same extent as permitted by Maryland law for directors and officers of Maryland corporations. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation. In accordance with Maryland law, the bylaws of the Company require it, as a condition to advance expenses, to obtain (a) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the Company as authorized by the bylaws and (b) a written statement by or on his behalf to repay the amount paid or reimbursed by the Company if it shall ultimately be determined that the standard of conduct was not met.
The Company has entered into a separate indemnification agreement with each of its trustees and executive officers. The indemnification agreements require, among other things, that the Company indemnify its trustees and executive officers to the fullest extent permitted by law and advance to its trustees and executive




officers all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to its trustees or executive officers pursuant to the foregoing provisions, the Company has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed. Not applicable.
Item 8. Exhibits.
See Exhibit Index, which is incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change in such information in the registration statement;
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned issuer hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.




(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to Item 6 of this Part II, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.






SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bethesda, state of Maryland, on May 30, 2014.
 
 
LASALLE HOTEL PROPERTIES
 
 
 
 
 
 
BY:
/s/ Bruce A. Riggins
 
 
 
Bruce A. Riggins
 
 
 
Executive Vice President, Chief Financial Officer and Secretary

Power of Attorney
We, the undersigned officers and trustees of LaSalle Hotel Properties, hereby severally constitute Michael D. Barnello and Bruce A. Riggins, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement filed herewith and any and all amendments to said registration statement, and generally to do all such things in our names and in our capacities as officers and trustees to enable LaSalle Hotel Properties to comply with the provisions of the Securities Act, and all requirements of the SEC, hereby ratifying and confirming our signature as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

          Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
 
Title
 
Date
 
 
 
 
 
/s/ MICHAEL D. BARNELLO
 
President, Chief Executive Officer and Trustee (principal executive officer)
 
May 30, 2014
Michael D. Barnello
 
 
 
 
 
 
 
 
/s/ DENISE M. COLL
 
Trustee
 
May 30, 2014
Denise M. Coll
 
 
 
 
 
 
 
 
 
/s/ JEFFREY T. FOLAND
 
Trustee
 
May 30, 2014
Jeffrey T. Foland
 
 
 
 
 
 
 
 
 
/s/ DARRYL HARTLEY-LEONARD
 
Trustee
 
May 30, 2014
Darryl Hartley-Leonard
 
 
 
 
 
 
 
 
 
/s/ WILLIAM S. MCCALMONT
 
Trustee
 
May 30, 2014
William S. McCalmont
 
 
 
 
 
 
 
 
 
/s/ STUART L. SCOTT
 
Chairman of the Board
 
May 30, 2014
Stuart L. Scott
 
 
 
 
 
 
 
 
 
/s/ DONALD A. WASHBURN
 
Trustee
 
May 30, 2014
Donald A. Washburn
 
 
 
 
 
 
 
 
 
/s/ BRUCE A. RIGGINS
 
Executive Vice President, Chief Financial Officer and Secretary (principal financial and accounting officer)
 
May 30, 2014
Bruce A. Riggins
 
 
 





EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit No.
 
Description
3.1
 
Articles of Amendment and Restatement of Declaration of Trust of the Registrant (including all articles of amendment and articles supplementary ) ( previously filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 17, 2013 and incorporated herein by reference )
3.2
 
Third Amended and Restated Bylaws of the Registrant (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2010 and incorporated herein by reference)
4.1
 
Form of Common Share of Beneficial Interest ( previously filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-11 (File No. 333-45647) filed with the SEC on April 2, 1998 and incorporated herein by reference )
5.1
 
Opinion of Hunton & Williams LLP
10.1
 
LaSalle Hotel Properties 2014 Equity Incentive Plan (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 9, 2014 and incorporated herein by reference)
10.2
 
Trustee Fee Deferral Program
23.1
 
Consent of KPMG LLP
23.2
 
Consent of Hunton & Williams LLP (included in Exhibit 5.1)
24.1
 
Power of Attorney (included on signature page)







Exhibit 5.1



HUNTON & WILLIAMS LLP
ONE BANK OF AMERICA PLAZA
SUITE 1400
421 FAYETTEVILLE STREET
RALEIGH, NORTH CAROLINA 27601

TEL 919 • 899 • 3000
FAX 919 • 833 • 6352

 
FILE NO: 79226.3
May 30, 2014
Board of Trustees
LaSalle Hotel Properties
3 Bethesda Metro Center, Suite 1200
Bethesda, Maryland 20814
Issuance of 2,900,000 Common Shares
Ladies and Gentlemen:
We have served as special counsel to LaSalle Hotel Properties, a Maryland real estate investment trust (the “ Company ”), in connection with the Registration Statement on Form S-8 (the “ Registration Statement ”), to be filed on the date hereof by the Company with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”). The Registration Statement relates to the issuance and sale from time to time by the Company of up to 2,900,000 common shares of beneficial interest of the Company, par value $0.01 per share (the “ Shares ”), all of which may be issued by the Company pursuant to the LaSalle Hotel Properties 2014 Equity Incentive Plan (the “ Plan ”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:
(a)
the Plan;
(b)
the Registration Statement;
(c)
the Articles of Amendment and Restatement of Declaration of Trust of the Company, together with all amendments and articles supplementary filed to date with respect thereto (the “ Declaration of Trust ”), as certified by the State Department of Assessments and Taxation of the State of Maryland (“ SDAT ”) as of May 17, 2013, and by the Secretary of the Company as of the date hereof;
(d)
the Company’s Third Amended and Restated Bylaws, as certified by the Secretary of the Company as of the date hereof;

ATLANTA AUSTIN BANGKOK BEIJING BRUSSELS CHARLOTTE DALLAS HOUSTON LONDON LOS ANGELES
McLEAN MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SAN FRANCISCO TOKYO WASHINGTON
www.hunton.com
Board of Trustees
LaSalle Hotel Properties
May 30, 2014
Page 2



(e)
copies of resolutions duly adopted by the Board of Trustees of the Company (the “ Board ”) at a meeting held on February 17, 2014, resolutions duly adopted pursuant to an action by unanimous written consent of the Board on May 21, 2014, and minutes from the annual meeting of shareholders held on May 7, 2014, relating to, among other things, the registration, issuance and sale of the Shares, as certified by the Secretary of the Company on the date hereof;
(f)
an executed copy of the certificate of the Secretary of the Company, dated the date hereof, as to certain factual matters;
(g)
the certificate of the SDAT as to the due formation, existence and good standing of the Company in the State of Maryland dated May 27, 2014 (the “ Good Standing Certificate ”); and
(h)
such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
For purposes of the opinion expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified or photostatic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of all signatures and (v) the due authorization, execution and delivery of all documents by all parties and the validity and binding effect and enforceability thereof upon the Company.
Based upon the foregoing, and having regard for such legal considerations as we have considered necessary for purposes hereof, we are of the opinion that:
1.      The Company is a real estate investment trust duly formed and validly existing and in good standing under the laws of the State of Maryland, and has the requisite trust power to issue the Shares.
2.      The issuance of the Shares has been duly authorized and, when issued and delivered upon payment therefor in accordance with the Plan, the applicable award agreements and the applicable resolutions of the Board or Compensation Committee thereof, the Shares will be validly issued, fully paid and nonassessable.
The opinion in paragraph 1 with respect to formation, existence and good standing of the Company in the State of Maryland is based solely on the Good Standing Certificate. In expressing the opinions above, we have assumed that the Shares will not be issued in violation of Article VII of the Declaration of Trust, as amended or supplemented as of the date hereof.
The foregoing opinions are limited to the Maryland REIT Law, and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities (or “blue sky”) laws, including the securities laws of the

Board of Trustees
LaSalle Hotel Properties
May 30, 2014
Page 3



State of Maryland or any federal or state laws regarding fraudulent transfers or fraudulent conveyances. To the extent that any matter as to which our opinion is expressed herein would be governed by any provisions other than those set forth in the Maryland REIT Law, we do not express any opinion on such matter.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement in accordance with the requirements of Form S-8 and the rules and regulations promulgated under the Securities Act. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement with the Commission on the date hereof. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.
This opinion is limited to the matters stated in this letter, and no opinion may be implied or inferred beyond the matters expressly stated in this letter. This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in the law, including judicial or administrative interpretations thereof, that occur which could affect the opinions contained herein.
Very truly yours,
/s/ Hunton & Williams LLP





Exhibit 10.2

LASALLE HOTEL PROPERTIES
TRUSTEE FEE DEFERRAL PROGRAM
This Trustee Fee Deferral Program (the “Program”) relates to the common shares, par value $.01 per share (the “Common Shares”), of LaSalle Hotel Properties, a Maryland real estate investment trust (the “Company”). This Program document describes the ability of independent trustees of the Company to defer receipt of certain trustees’ fees. The Program, as amended and restated, is effective as of May 7, 2014. The Program is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, the final Treasury Regulations thereunder, and other applicable Treasury guidance thereunder (together, “Section 409A”). The Program is a sub-plan of the LaSalle Hotel Properties 2014 Equity Incentive Plan.
DEFERRAL OF FEES PAID IN COMMON SHARES
Payment of Trustees’ Fees . Each trustee of the Company on the Board of Trustees (the “Board”) who is not also an employee of the Company or its affiliates (an “Independent Trustee”) currently receives one-half of his or her annual retainer fees for serving as a trustee in the form of cash and one-half of such fees in the form of Common Shares. The number of Common Shares into which such fees are converted is determined using the average closing price of the Common Shares during the calendar year in which the fees are earned. The cash fees and the Common Shares are distributed to the Independent Trustee in January of the calendar year following the year in which the fees are earned. The Independent Trustee also may elect to have all or any part of the cash portion of such fees converted in the same manner and paid in the form of additional Common Shares.
Deferral Election . Each Independent Trustee may elect to have the entire portion of his or her annual retainer fees that will be paid in the form of Common Shares (including any cash fees that will be converted into additional shares) distributed:
(i) in a single payment, in January of the calendar year following the year in which such fees are earned,
(ii) in a single payment, on January 31 st of the calendar year following the year in which he or she ceases to serve on the Board (provided that such cessation is a “separation from service” as defined in Section 409A (“Separation from Service”)), or
(iii) in five equal annual installment payments, beginning on January 31 st of the calendar year following the year in which he or she ceases to serve on the Board (provided that such cessation is a Separation from Service).
If the Independent Trustee’s cessation of service as a Board member does not constitute a Separation from Service, then the payment provision elected pursuant to subparagraphs (ii) or (iii) above will be implemented by reference to the Independent Trustee’s later Separation from Service.
Notwithstanding the foregoing, upon the death of an Independent Trustee (whether or not he or she is still serving on the Board) and upon a Change in Control of the Company (defined as a “change in control event” of the Company, as described in Section 409A), any unpaid Common Shares for years prior to the year in which such event occurs, and an amount of cash reflecting the portion of the Independent Trustee’s annual retainer earned during such year up to the date of such event, will be distributed to the Independent Trustee or his or her designated representative, within ninety (90) days after such event.



An Independent Trustee may not elect to defer the payment of the portion of his or her fees that will be distributed in cash.
Manner of Making Elections . Each person who is an Independent Trustee may elect to defer the payment of any annual retainer fees that will be earned by him or her during the following calendar year. The election must be made on a form provided by the Company and must specify (i) what portion, if any, of the Independent Trustee’s cash fees should be converted into additional Common Shares, and (ii) which of the three distribution options described above should be used for the payment of the Independent Trustee’s Common Shares. The completed election form must be returned to the Secretary of the Company by December 31 before the beginning of the calendar year to which it relates, and the election will become irrevocable as of that December 31. If an Independent Trustee does not timely return a completed election form with respect to a calendar year, all of his or her annual retainer fees for that year will be distributed in a single payment (one-half Common Shares and one-half cash) in January of the year following the year in which the fees are earned.
Dividend Equivalent Rights . If an Independent Trustee elects to defer the distribution of any fees payable in the form of Common Shares until after he or she ceases to serve on the Board, the number of Common Shares payable to the Independent Trustee on such payment dates (as described above) will be increased to reflect any dividends that are paid with respect to the Common Shares during the period beginning on January 1 st of the calendar year following the year in which the fees are earned and ending on the day before the Common Shares are distributed. Increases in connection with dividend equivalent rights will be for the number of Common Shares (rounded to the nearest whole number of Common Shares) determined by dividing (i) the product of the per share dollar value of each dividend with a record date during such period and the number of Common Shares (adjusted to reflect any prior increases) payable to the Independent Trustee as of such record date by (ii) the average closing price of the Common Shares during the 10 trading days, on which trading in the Common Shares occurs, preceding the first day on which the Common Shares begin trading without entitlement to the relevant dividend.
Rights of Independent Trustees . The claims of an Independent Trustee against the Company for undistributed or unpaid fees shall be no greater than the claims of a general, unsecured creditor, and no amounts or property shall be held in trust, earmarked or otherwise set aside by the Company to provide for the payment of such fees.
Amendment or Termination . The Board may amend or terminate this Program at any time. Any termination of the Program will be implemented in accordance with Section 409A.
Section 409A . This Program will be interpreted and construed in favor of it meeting the applicable requirements of Section 409A. The Company, in its reasonable discretion, may amend the Program (including retroactively) in any manner to conform with Section 409A. Despite the foregoing, the Company shall not guarantee any particular tax effect to the Independent Trustee of participation in the Program.
In addition, notwithstanding anything herein to the contrary, if an Independent Trustee is a “specified employee,” as defined in Section 409A, as of the date of his or her Separation from Service, payment or commencement of payment under the Program to such Independent Trustee will not be made before the date that is six (6) months after the date of his or her Separation from Service (or, if earlier than the end of the six-month period, the date of death of the Independent Trustee). Payments to which a “specified employee” would otherwise be entitled during this period will be accumulated and paid, without interest, on the first business day of the seventh (7th) month following the date of his or her Separation from Service. If the Independent Trustee dies during the 6-month delay, payment will be made within ninety (90) days after his

2


or her death. The determination of whether an Independent Trustee is a “specified employee” will be made by the Compensation Committee of the Board, and all Independent Trustees will be bound by that determination.


3


LASALLE HOTEL PROPERTIES
Independent Trustee Retainer Election Form
For 2014 Retainer
Independent Trustees of LaSalle Hotel Properties (the “Company”) receive ½ of their annual retainers in the form of Common Shares and ½ of their annual retainers in the form of cash; provided, however, that each Independent Trustee may elect to receive any or all of the cash portion of the annual retainer in the form of Common Shares.
PLEASE COMPLETE BOTH PORTIONS OF THIS FORM AND
FAX IT TO BRUCE A. RIGGINS AT 301-941-1500
Cash/Common Share Election
The undersigned Independent Trustee hereby irrevocably elects to receive the cash portion of his 2014 annual retainer as indicated below:
_____
The undersigned elects to receive the ½ of the undersigned’s annual retainer in the form of cash.
_____
In lieu of cash, the undersigned elects to receive _______ % of the ½ of the undersigned’s annual retainer otherwise payable in cash in the form of Common Shares.
Deferral Election
The undersigned Independent Trustee hereby irrevocably elects to receive the Common Shares (including any Common Shares attributable to dividend equivalent rights) payable to him with respect to the portion of 2014 annual retainer as indicated below:
_____
The undersigned elects to receive the Common Shares in January 2015.
_____
The undersigned elects to receive the Common Shares in a single payment, on January 31 of the calendar year following the year in which the undersigned ceases to serve on the Board (provided that such cessation is a Separation from Service).
_____
The undersigned elects to receive the Common Shares in five equal annual installment payments beginning on January 31 of the calendar year following the year in which the undersigned ceases to serve on the Board (provided that such cessation is a Separation from Service).
If the Independent Trustee’s cessation of service as a Board member does not constitute a Separation from Service, then the payment provisions described above will be implemented by reference to the Independent Trustee’s later Separation from Service.



I certify that I have received, read, and understand the provisions of the Trustee Fee Deferral Program (the “Program”), and agree to the provisions therein. The Program is incorporated by reference into this election form.
Date: ________________________
Name: ______________________________
 
 
 
Signature: ___________________________


            
                            






Exhibit 23.1

Consent of Independent Registered Public Accounting Firm
The Board of Trustees
LaSalle Hotel Properties:
We consent to the use of our reports dated February 19, 2014, with respect to the consolidated balance sheets of LaSalle Hotel Properties as of December 31, 2013 and 2012, and the related consolidated statements of operations and comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2013, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2013, incorporated herein by reference.
(signed) KPMG LLP
Chicago, Illinois
May 30, 2014