Edgar Filing: ELSZTAIN EDUARDO S

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ELSZTAIN EDUARDO S

2. Issuer Name and Ticker or Trading Symbol
HERSHA HOSPITALITY TRUST [HT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Remarks

(Last)

(First)

(Middle)

BOLIVAR 108,

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2012

(Street)

BUENOS AIRES, C1 066AAD

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Shares of Beneficial Int	09/04/2012		S		2,000,000	D	$ 4.86	16,105,630	I	See Footnote ⁽¹⁾
Class A Common Shares of Beneficial Int								15,400	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ELSZTAIN EDUARDO S BOLIVAR 108 BUENOS AIRES, C1 066AAD				See Remarks
CONSULTORES ASSETS MANAGEMENT STOCK CORP BOLIVAR 108, PISO 2? BUENOS AIRES, C1 C1066AAD				See Remarks
CONSULTORES VENTURE CAPITAL LTD RUTA 8, KM. 17.500 EDIFICIO 3, LOCAL 3 MONTEVIDEO, X3 91600				See Remarks
CRESUD INC MORENO 877 BUENOS AIRES, C1 C1091AAQ				See Remarks
CONSULTORES VENTURE CAPITAL URUGUAY STOCK CORP RUTA 8, KM. 17.500 EDIFICIO 3, LOCAL 3 MONTEVIDEO, X3 91600				See Remarks
AGROINVESTMENT STOCK CORP RUTA 8, KM. 17.500 EDIFICIO 3, LOCAL 3 MONTEVIDEO, X3 91600				See Remarks
REAL ESTATE INVESTMENT GROUP LP 2 CHURCH STREET HAMILTON, D0 HM 11				See Remarks
REAL ESTATE INVESTMENT GROUP II LP 2 CHURCH STREET HAMILTON, D0 HM 11				See Remarks
REAL ESTATE INVESTMENT GROUP III LP 2 CHURCH STREET HAMILTON, D0 HM 11				See Remarks
REAL ESTATE INVESTMENT GROUP IV LP 2 CHURCH STREET HAMILTON, D0 HM 11				See Remarks

Signatures

/s/ Eduardo S. Elsztain		09/06/2012
^**Signature of Reporting Person		Date
/s/ Consultores Assets Management S.A. by Eduardo S. Elsztain, Chairman of the Board		09/06/2012
^**Signature of Reporting Person		Date
/s/ Consultores Venture Capital Limited by Eduardo S. Elsztain, Chairman of the Board		09/06/2012
^**Signature of Reporting Person		Date
/s/ Cresud Sociedad Anonima Comercial, Inmobiliaria, Financiera y Agropecuaria by Eduardo S. Elsztain, Chairman of the Board		09/06/2012
^**Signature of Reporting Person		Date
/s/ Consultores Venture Capital Uruguay by Eduardo S. Elsztain, Chairman of the Board		09/06/2012
^**Signature of Reporting Person		Date
/s/ Agroinvestment S.A. by Eduardo S. Elsztain, Chairman of the Board		09/06/2012
^**Signature of Reporting Person		Date
/s/ Real Estate Investment Group LP by Eduardo S. Elsztain, Chairman of the Board of Jiwin S.A., General Partner		09/06/2012
^**Signature of Reporting Person		Date
/s/ Real Estate Investment Group II LP by Eduardo S. Elsztain, Chairman of the Board of Jiwin S.A., General Partner		09/06/2012
^**Signature of Reporting Person		Date
/s/ Real Estate Investment Group III LP by Eduardo S. Elsztain, Chairman of the Board of Jiwin S.A., General Partner		09/06/2012
^**Signature of Reporting Person		Date
/s/ Real Estate Investment Group IV LP by Eduardo S. Elsztain, Chairman of the Board of Jiwin S.A., General Partner		09/06/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Please see Exhibit.
Remarks: The filing group may be considered a trustee by deputization on the basis of a contractual right to appoint a trustee. This Form 4 is being filed in two parts due to the ten person reporting limitation of the electronic filing system. Part 2 is being filed by the following persons: IRSA Inversiones y Representaciones Sociedad Anonima, IFIS Limited, Inversiones Financieras del Sur S.A., Tyrus S.A., Idalgir S.A., and Jiwin S.A.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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