Form of certificate evidencing 8.375% Series B Cumulative Redeemable



 Exhibit 4.2 
  

TEMPORARY CERTIFICATE—EXCHANGEABLE FOR ENGRAVED CERTIFICATE WHEN READY FOR DELIVERY 
  

	 	  	 


	  	 8.375% SERIES B CUMULATIVE REDEEMABLE
 PREFERRED SHARES OF BENEFICIAL INTEREST
 ($.01 PAR VALUE PER SHARE)
 (LIQUIDATION PREFERENCE $25.00 PER SHARE)

			
	 	  	 THIS CERTIFICATE IS TRANSFERABLE IN
 THE [CITIES OF [l] OR
NEW YORK, N.Y.]
	  	
  
 SHARES
  


			
	NUMBER	  	LASALLE HOTEL PROPERTIES	  	 A Real Estate Investment Trust
 Formed Under the Laws
 of the State of Maryland

			
	 	  	THIS CERTIFIES THAT	  	 CUSIP: 517942 30 6
 SEE REVERSE FOR
IMPORTANT NOTICE ON TRANSFER RESTRICTIONS, CERTAIN DEFINITIONS AND OTHER INFORMATION

			
	 	  	IS THE OWNER OF	  	 
		
	 	  	FULLY PAID AND NONASSESSABLE 8.375% SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES OF BENEFICIAL INTEREST $.01 PAR VALUE PER SHARE (“PREFERRED SHARES”),
IN
		
	 	  	 LaSalle Hotel Properties (the “Trust”), transferable on the books of the Trust by the holder hereof in person or by
its duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Declaration of Trust and Bylaws of the Trust
and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
 Witness the seal of the Trust and the signatures of its duly authorized officers.

		
	 	  	 Dated:

	 	  	 COUNTERSIGNED AND REGISTERED:
 LASALLE BANK, N.A.
 TRANSFER AGENT AND
REGISTRAR
	  	 [corporate seal]



	 BY
	 	 	 	 /s/    JON E. BORTZ

 President

			
	 AUTHORIZED SIGNATURE
	 	 	 	 /s/    HANS S. WEGER

 Secretary



  







 LaSalle Hotel Properties 
  
 The Trust will furnish to any shareholder upon request and without charge a full statement of the information required by
section 8-203(d) of the Corporations and Associations Article of the Annotated Code of Maryland with respect to the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, and terms and conditions of redemption of the shares of each class of beneficial interest which the Trust has authority to issue and (i) the differences in the relative rights and preferences between the shares of each
series to the extent set and (ii) the authority of the Board of Trustees to set such rights and preferences of subsequent series. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to
the Declaration of Trust of the Trust, a copy of which will be sent without charge to each shareholder who so requests. Such request must be made to the secretary of the Trust at its principal office or to the Transfer Agent. 
  
 The Preferred Shares represented by this certificate are subject to
restrictions on Beneficial and Constructive Ownership and Transfer for the purpose of the Trust’s maintenance of its status as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the
“Code”). Subject to certain further restrictions and except as expressly provided in the Trust’s Declaration of Trust, as amended, (i) no Person may Beneficially Own or Constructively Own Common Shares of the Trust in excess of 9.8
percent (in value or number of Shares) of the outstanding Common Shares of the Trust; (ii) with respect to any class or series of preferred shares, no Person may Beneficially Own or Constructively Own more than 9.8 percent (in value or number of
Shares) of the outstanding Shares of such class or series of preferred shares of the Trust; (iii) no Person may Beneficially Own or Constructively Own Shares that would result in the Trust being “closely held” under Section 856(h) of the
Code or otherwise cause the Trust to fail to qualify as a REIT; and (iv) no Person may Transfer Shares if such Transfer would result in Shares of the Trust being owned by fewer than 100 Persons. Any Person who Beneficially Owns or Constructively
Owns or attempts to Beneficially Own or Constructively Own Shares which cause or will cause a Person to Beneficially Own or Constructively Own Shares in excess or in violation of the above limitations must immediately notify the Trust. If any of the
restrictions on transfer or ownership are violated, the Preferred Shares represented hereby will be automatically transferred to a Charitable Trustee of a Charitable Trust for the benefit of one or more Charitable Beneficiaries. In addition, upon
the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. A Person who attempts to Beneficially Own or Constructively Own Shares in violation of the ownership limitations described
above shall have no claim, cause of action, or any recourse whatsoever against a transferor of such Shares. Unless otherwise defined herein, all capitalized terms in this legend have the meanings defined in the Trust’s Declaration of Trust, as
the same may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Preferred Shares of the Trust on request and without charge. 
  

 The following abbreviations, when used in
the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

	 TEN COM    
	 	-as tenants in common	  	UNIF GIFT MIN ACT    	  	-                    Custodian               
     
	 TEN ENT     
	 	-as tenants by the entireties	  	 	  	      (Cust)                        (Minor)
	 JT TEN         
	 	 -as joint tenants with right of survivorship and not as tenants
	  	 	  	under Uniform Gifts to Minors
Act                                       
         
	 	 	 in common
	  	 	  	(State)
		
	 	 	 Additional abbreviations may also be used though not in the above list.


  
 For value
received,                                      
                                        
                hereby sell, assign and transfer unto 

	
	 PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE



  

 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE.) 
  

  
  

  
  

 Preferred Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint 
  
                                       
                                        
                                        
                                        
                                    Attorney 
 to transfer the said shares on the books of the within-named Trust with full power of substitution in the premises. 
  
 Dated.                                   
  
  

	 	 	
 (Sign here)

	 Signature(s) Guaranteed
By:                                       
           
	 	 








 THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATION AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15 
  
 NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER 
  
 KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST,
STOLEN OR DESTROYED, THE TRUST WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. 
  

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