- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* IRSA INVESTMENTS & REPRESENTATIONS INC	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
(Last) (First) (Middle)	3. Date of Earliest Transaction (MM/DD/YYYY) 2/13/2012
(Street) , (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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	2/13/2012		A		2521561	A	$ 0 ⁽²⁾ ⁽³⁾	18105630	I	See Footnote ⁽¹⁾
Class A Common Shares of Beneficial Int								15400	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to Purchase Class A Common Shares of Beneficial Inte	$3	2/13/2012		H			5700000	8/4/2009	8/4/2014	Option to Purchase Class A Common Shares of Beneficial Inter	5700000	$ 0 ⁽²⁾ ⁽³⁾	0	I	See Footnote ⁽¹⁾

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 1 is being filed by the following reporting persons: Eduardo Elsztain, IFIS LTD, TRYUS S.A., CONSULTORES ASSETS MANAGEMENT S.A., CONSULTORES VENTURE CAPITAL URUGUAY S.A., AGROINVESTMENT S.A., CONSULTORES VENTURE CAPITAL LTD, and CRESUD S.A.C.I.F. and A.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
IRSA INVESTMENTS & REPRESENTATIONS INC		X		Former Director
REAL ESTATE INVESTMENT GROUP LP 2 CHURCH STREET HAMILTON, D0 HM 11		X
JIWIN STOCK CORP PLAZA INDEPENDENCIA 811, PB MONTEVIDEO, X3 11100		X
Idalgir Stock Corp FLORIDA 537, PISO 18 BUENOS AIRES, C1 C1005AAK		X
REAL ESTATE INVESTMENT GROUP II LP 2 CHURCH STREET HAMILTON, D0 HM 11		X
REAL ESTATE INVESTMENT GROUP III LP 2 CHURCH STREET HAMILTON, D0 HM 11		X
REAL ESTATE INVESTMENT GROUP IV LP 2 CHURCH STREET HAMILTON, D0 HM 11		X

Signatures
/s/ Eduardo S. Elsztain		2/28/2012
^** 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).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(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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