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Section 1: 4 (FORM 4)

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 *
Fisher Thomas Charles
  2. Issuer Name and Ticker or Trading Symbol
Pebblebrook Hotel Trust [PEB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Chief Investment Officer
(Last)
(First)
(Middle)
4747 BETHESDA AVE, SUITE 1100
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2020
(Street)

BETHESDA, MD 20814
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Code V Amount (A) or (D) Price
Common Shares 02/12/2020   A   18,752(1) A $ 0 159,535 D  
Common Shares 02/12/2020   A   6,571 A (2) 166,106 D  
Common Shares 02/12/2020   A   457 A (3) 166,563 D  
Common Shares 02/12/2020   F   3,395(4) D $25.53 163,168 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LTIP Class B Units (5) 02/12/2020   A   138,606     (5)   (5) Common Shares 138,606 (5) 197,427 D  
LTIP Class A Units (6)               (6)   (6) Common Shares 9,469   9,469 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Fisher Thomas Charles
4747 BETHESDA AVE
SUITE 1100
BETHESDA, MD 20814
      EVP, Chief Investment Officer  

Signatures

 /s/ Andrew H. Dittamo, as attorney-in-fact, for Thomas C. Fisher   02/14/2020
**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) All of these shares are restricted common shares that were granted to the reporting person by the Issuer's Board of Trustees (the "Board"). 6,251, 6,251, and 6,250 of these shares shall become vested and nonforfeitable, subject to the reporting person's continued service as an employee of the Issuer or an affiliate, on January 1, 2021, January 1, 2022, and January 1, 2023, respectively.
(2) The Common Shares were issued to the reporting person upon certification by the Compensation Committee of the Board of the extent to which the performance objectives of the performance-based equity incentive award made in December 2013 to the reporting person had been achieved for the measurement period ended December 31, 2019. For that measurement period, the reporting person earned 11.17% of the target number of Common Shares issuable pursuant to the award. For more information on the performance-based equity incentive award, including the performance objectives and measurement period, see the Issuer's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 28, 2014.
(3) The Common Shares were issued to the reporting person upon certification by the Compensation Committee of the Board of the extent to which the performance objectives of the performance-based equity incentive award made in February 2017 to the reporting person had been achieved. The reporting person earned 2.9% of the target number of Common Shares issuable pursuant to the award. For more information on the performance-based equity incentive award, including the performance objectives and measurement period, see the Issuer's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2018.
(4) Represents Common Shares sold to the Issuer as payment of tax withholding due upon vesting of 7,028 Common Shares.
(5) Represents restricted units of limited partnership interest ("LTIP Class B Units") in Pebblebrook Hotel, L.P. (the "Operating Partnership"), of which the Issuer is the general partner. Vested LTIP Class B Units, upon achieving parity with the Operating Partnership units pursuant to the terms of the partnership agreement, may be exchanged at any time, at the election of the holder, for Operating Partnership units on a one-for-one basis or, at the Operating Partnership's option, an equivalent amount of cash. 34,652, 34,652, 34,651, and 34,651 LTIP Class B Units will vest, subject to the reporting person's continued service as an employee of the Issuer or an affiliate, on January 1, 2023, January 1, 2024, January 1, 2025, and January 1, 2026, respectfully. The LTIP Class B Units have no expiration date. The LTIP Class B Units were issued pursuant to the Issuer's 2009 Equity Incentive Plan as amended and restated.
(6) Represents restricted units of limited partnership interest ("LTIP Class A Units") in the Operating Partnership, of which the Issuer is the general partner. All LTIP Class A Units have vested and have reached parity with the Operating Partnership units pursuant to the terms of the partnership agreement and may be exchanged at any time, at the election of the holder, for Operating Partnership units on a one-for-one basis or, at the Operating Partnership's option, an equivalent amount of cash. The LTIP Class A Units have no expiration date.

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