Maryland
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6798
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36-4219376
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(State or other jurisdiction of
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(Primary Standard Industrial
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(I.R.S. employer
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incorporation or organization)
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Classification Code Number)
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identification number)
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Jeffrey M. Sullivan, Esq.
Hunton & Williams LLP
421 Fayetteville Street, Suite 1400
Raleigh, North Carolina 27601 Tel: (919) 899-3094
Fax: (919) 899-3284
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Title of Shares
To Be Registered
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Amount To Be Registered
(1)
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Proposed Maximum Offering Price Per Share
(2)
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Proposed
Maximum Aggregate Offering Price
(2)
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Amount of
Registration Fee
(2)
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Common Shares of Beneficial Interest, par value $0.01 per share
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2,900,000
(3)
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$32.245
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$93,510,500
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$12,044.15
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(1)
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the Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 19, 2014;
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(2)
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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;
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(3)
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the Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 filed with the SEC on April 23, 2014;
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(4)
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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;
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(5)
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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
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(6)
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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.
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LASALLE HOTEL PROPERTIES
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BY:
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/s/ Bruce A. Riggins
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Bruce A. Riggins
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Executive Vice President, Chief Financial Officer and Secretary
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Signature
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Title
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Date
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/s/ MICHAEL D. BARNELLO
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President, Chief Executive Officer and Trustee (principal executive officer)
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May 30, 2014
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Michael D. Barnello
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/s/ DENISE M. COLL
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Trustee
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May 30, 2014
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Denise M. Coll
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/s/ JEFFREY T. FOLAND
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Trustee
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May 30, 2014
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Jeffrey T. Foland
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/s/ DARRYL HARTLEY-LEONARD
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Trustee
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May 30, 2014
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Darryl Hartley-Leonard
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/s/ WILLIAM S. MCCALMONT
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Trustee
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May 30, 2014
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William S. McCalmont
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/s/ STUART L. SCOTT
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Chairman of the Board
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May 30, 2014
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Stuart L. Scott
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/s/ DONALD A. WASHBURN
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Trustee
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May 30, 2014
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Donald A. Washburn
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/s/ BRUCE A. RIGGINS
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Executive Vice President, Chief Financial Officer and Secretary (principal financial and accounting officer)
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May 30, 2014
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Bruce A. Riggins
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Exhibit No.
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Description
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3.1
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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
)
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3.2
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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)
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4.1
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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
)
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5.1
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Opinion of Hunton & Williams LLP
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10.1
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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)
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10.2
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Trustee Fee Deferral Program
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23.1
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Consent of KPMG LLP
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23.2
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Consent of Hunton & Williams LLP (included in Exhibit 5.1)
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24.1
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Power of Attorney (included on signature page)
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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
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FILE NO: 79226.3
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May 30, 2014
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(a)
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the Plan;
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(b)
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the Registration Statement;
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(c)
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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;
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(d)
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the Company’s Third Amended and Restated Bylaws, as certified by the Secretary of the Company as of the date hereof;
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(e)
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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;
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(f)
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an executed copy of the certificate of the Secretary of the Company, dated the date hereof, as to certain factual matters;
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(g)
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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
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(h)
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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.
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_____
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The undersigned elects to receive the ½ of the undersigned’s annual retainer in the form of cash.
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_____
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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.
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_____
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The undersigned elects to receive the Common Shares in January 2015.
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_____
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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).
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_____
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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).
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Date: ________________________
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Name: ______________________________
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Signature: ___________________________
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