Item 2.01. Results of Operations and Financial Condition.

As previously disclosed by Hersha Hospitality Trust (the "Company") in its filings with the Securities and Exchange Commission:

· On August 18, 2011, the Company and certain of its subsidiaries and joint ventures in which the Company owns an interest (the "Sellers") entered into two separate master purchase and sale agreements with SOF-VIII U.S. Hotel Co-Invest Holdings, L.P. ("SOF VIII"), pursuant to which the Sellers agreed to sell and SOF VIII agreed to purchase 18 of non-core hotel properties from the Company.

· On February 23, 2012, the Sellers closed on the sale of 14 of these non-core hotel properties.

On May 8, 2012, the Company closed on the sale of the remaining four non-core hotel properties. The sale of these four non-core hotel properties generated net cash proceeds of approximately $13.9 million for the Company, reduced the Company's consolidated mortgage debt by approximately $18.8 million and reduced the Company's proportionate share of unconsolidated mortgage debt by approximately $4.6 million.

The operating results of the 18 non-core hotel properties, including the four non-core hotel properties, sold on May 8, 2012 are included in discontinued operations for all periods presented in the Company's audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 and the Company's unaudited consolidated financial statements included in the Company's Quarterly Report on Form 10-Q for quarterly period ended March 31, 2012. Accordingly, the sale of the 18 non-core hotel properties has been fully reflected in the Company's audited and unaudited consolidated financial statements.

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