8-A12B 1 form8-a12b050621pfdg.htm 8-A12B Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PEBBLEBROOK HOTEL TRUST
(Exact name of registrant as specified in its charter)
Maryland27-1055421
(State of incorporation or organization)(IRS Employer Identification No.)

4747 Bethesda Avenue, Suite 1100
Bethesda, Maryland
20814
(Address of principal executive offices)(Zip Code)


Securities registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered
Name of each exchange on which
each class is to be registered
6.375% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share
New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.  x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. o

Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): File No. 333-236577

Securities registered pursuant to Section 12(g) of the Act: None



Item 1. Description of Registrant’s Securities to be Registered.
Pebblebrook Hotel Trust (the “Registrant”) hereby incorporates by reference herein the description of its 6.375% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (the “Series G Preferred Shares”), to be registered hereunder, set forth under the heading “Description of the Series G Preferred Shares”, in the Registrant’s prospectus dated May 6, 2021, as filed with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended. The Series G Preferred Shares will be listed on the New York Stock Exchange.
Item 2. Exhibits.    
Exhibit NumberExhibit Description
Declaration of Trust, as amended and supplemented through November 30, 2018, of Pebblebrook Hotel Trust (incorporated by reference to Exhibit 3.1 to Pebblebrook Hotel Trust’s Annual Report on Form 10-K filed with the SEC on March 1, 2019 (File No. 001-34571)).
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on November 14, 2016 (File No. 001-34571)).
First Amendment to Amended and Restated Bylaws of Pebblebrook Hotel Trust (incorporated by reference to Exhibit 3.2 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on July 21, 2017 (File No. 001‑34571)).
Articles Supplementary to the Declaration of Trust of the Registrant designating the 6.375% Series G Cumulative Redeemable Preferred Shares, $0.01 par value per share.
* Filed herewith.



SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
PEBBLEBROOK HOTEL TRUST
     
May 12, 2021 By:/s/ Raymond D. Martz
   Name: Raymond D. Martz
   Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary