On January 9, 2013, Chatham Lodging Trust (the "Company") and Chatham Lodging, L.P. entered into an Underwriting Agreement (the "Underwriting Agreement") with Barclays Capital Inc., as representative of the several underwriters named therein (the "Underwriters"), relating to the issuance and sale of 3,500,000 of the Company's common shares of beneficial interest, par value $0.01 per share (the "Shares"). The Company has granted an option to the Underwriters, exercisable for 30 days after the date of the Underwriting Agreement, to purchase an additional 525,000 common shares of beneficial interest at the same price per share paid to the Company for the Shares. The public offering price of the Shares is $14.70 per share. The closing of the offering occurred on January 14, 2013.

The Shares were issued pursuant to the Company's registration statement on Form S-3 (File No. 333-179224), which was declared effective by the Securities and Exchange Commission (the "SEC") on February 10, 2012.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the description of the Underwriting Agreement contained herein is qualified in its entirety by reference to such exhibit. For a more detailed description of the Underwriting Agreement, see the disclosure under the caption "Underwriting" contained in the Company's prospectus supplement and accompanying prospectus, dated January 9, 2013, which has been filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which disclosure is hereby incorporated by reference.

(d) Exhibits.

Exhibit
Number                                    Description

 1.1         Underwriting Agreement, dated January 9, 2013, by and among Chatham
             Lodging Trust, Chatham Lodging, L.P. and Barclays Capital Inc.

 5.1         Opinion of Venable LLP

 8.1         Tax Opinion of Hunton & Williams LLP

23.1         Venable LLP Consent (included in Exhibit 5.1)

23.2         Hunton & Williams LLP Consent (included in Exhibit 8.1)