SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ELSZTAIN EDUARDO S (Last) (First) (Middle) BOLIVAR 108 BUENOS AIRES ARGENTINA (Street) SOUTH AMERICA C1 066AAD (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HERSHA HOSPITALITY TRUST [ HT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Former Director
	3. Date of Earliest Transaction (Month/Day/Year) 02/13/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Shares of Beneficial Int	02/13/2012		A		2,521,561	A	$0(2)(3)	18,105,630	I	See Footnote(1)
Class A Common Shares of Beneficial Int								15,400	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to Purchase Class A Common Shares of Beneficial Inte	$3	02/13/2012		H			5,700,000	08/04/2009	08/04/2014	Option to Purchase Class A Common Shares of Beneficial Inter	5,700,000	$0(2)(3)	0	I	See Footnote(1)

1. Name and Address of Reporting Person* ELSZTAIN EDUARDO S (Last) (First) (Middle) BOLIVAR 108 BUENOS AIRES ARGENTINA (Street) SOUTH AMERICA C1 066AAD (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Former Director

1. Name and Address of Reporting Person* Ifis LTD (Last) (First) (Middle) FLORIDA 537, PISO 18 (Street) BUENOS AIRES C1 C1005AAK (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TYRUS STOCK CORP (Last) (First) (Middle) PLAZA INDEPENDENCIA 811, PB (Street) MONTEVIDEO X3 11100 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* INVERSIONES FINANCIERAS DEL SUR STOCK CORP (Last) (First) (Middle) RUTA 8, KM. 17.500 EDIFICIO 3, LOCAL 3 (Street) MONTEVIDEO X3 91600 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CONSULTORES ASSETS MANAGEMENT STOCK CORP (Last) (First) (Middle) BOLIVAR 108, PISO 2? (Street) BUENOS AIRES C1 C1066AAD (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CONSULTORES VENTURE CAPITAL URUGUAY STOCK CORP (Last) (First) (Middle) RUTA 8, KM. 17.500 EDIFICIO 3, LOCAL 3 (Street) MONTEVIDEO X3 91600 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AGROINVESTMENT STOCK CORP (Last) (First) (Middle) RUTA 8, KM. 17.500 EDIFICIO 3, LOCAL 3 (Street) MONTEVIDEO X3 91600 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CONSULTORES VENTURE CAPITAL LTD (Last) (First) (Middle) RUTA 8, KM. 17.500 EDIFICIO 3, LOCAL 3 (Street) MONTEVIDEO X3 91600 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CRESUD INC (Last) (First) (Middle) (Street) (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Please see Exhibit.

2. On February 13, 2012, Hersha Hospitality Trust (the "Company") exercised its right, at its sole discretion, pursuant to that certain Investor Rights and Option Agreement (the "Agreement"), dated August 4, 2009, by and among the Company, Real Estate Investment Group L.P. ("REIG") and IRSA Inversiones y Representaciones Sociedad Anonima, to call in and cancel in full the purchase option (the "Option") held by REIG to purchase, pursuant to the Agreement, up to 5,700,000 Class A common shares of beneficial interest, $0.01 par value per share (the "Shares") at an exercise price of $3.00, subject to certain adjustments.

3. To cancel REIG's Option, the Company issued an aggregate of 2,521,561 class A shares of beneficial interest of the Company to REIG. Based on the formula provided in the Agreement, the Option was valued at $13,566,000.00 and the Shares were valued at $5.38 per share. For additional information about the Agreement, please see the Company's current report on Form 8-K filed with the Securities and Exchange Commission on August, 6, 2009, and exhibit 10.2 thereto.

Remarks:

This Form 4 is being filed in two parts because of the ten person reporting limitation of the electronic filing system. Part 2 is being filed by the following reporting persons: IRSA INVERSIONES Y REPRESENTACIONES S.A., REAL ESTATE INVESTMENT GROUP LP, JIWIN S.A., IDALGAR S.A., REIG II, REIG III, and REIG IV.

	/s/ Eduardo S. Elsztain	02/28/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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