Exhibit 4.1


 




	
  

  	
  PREFERRED A MARYLAND REAL ESTATE INVESTMENT TRUST CUSIP 44106M
  60 7 THIS CERTIFIES THAT is the registered holder of FULLY PAID AND
  NONASSESSABLE 7.125% SERIES D CUMULATIVE REDEEMABLE PREFERRED SHARES OF
  BENEFICIAL INTEREST, WITHOUT PAR VALUE, IN HOSPITALITY PROPERTIES TRUST a
  Maryland real estate investment trust (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 evidenced 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. The holder of this Certificate and every transferee or
  assignee hereof by accepting or holding the same agrees to be bound by all of
  the provisions of the Declaration of Trust and Bylaws of the Trust, as
  amended from time to time. This Certificate is not valid unless countersigned
  and registered by the Transfer Agent and Registrar. IN WITNESS WHEREOF, the
  Trust has caused this Certificate to be executed on its behalf by its duly
  authorized officers. Dated: PRESIDENT TREASURER COUNTERSIGNED AND REGISTERED:
  WELLS FARGO BANK, N.A. TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE
  PDT AMERICAN FINANCIAL PRINTING INCORPORATED – MINNEAPOLIS THE DECLARATION OF
  TRUST PROVIDES THAT THE NAME “HOSPITALITY PROPERTIES TRUST” REFERS TO THE
  TRUSTEES UNDER THE DECLARATION OF TRUST, COLLECTIVELY AS TRUSTEES, BUT NOT
  INDIVIDUALLY OR PERSONALLY, AND NO TRUSTEE, SHAREHOLDER, EMPLOYEE OR AGENT OF
  THE TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, IN
  CONNECTION WITH THIS INSTRUMENT. ALL PERSONS DEALING WITH THE TRUST IN ANY
  WAY SHALL LOOK ONLY TO THE ASSETS OF THE TRUST FOR PAYMENT OF ANY SUM OR
  PERFORMANCE OF ANY OBLIGATION. 7.125% SERIES D CUMULATIVE REDEEMABLE
  PREFERRED SHARES, WITHOUT PAR VALUE THIS CERTIFICATE IS TRANSFERABLE IN SOUTH
  SAINT PAUL, MN. 7.125% SERIES D CUMULATIVE REDEEMABLE PREFERRED SHARES,
  WITHOUT PAR VALUE SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS
  AND OTHER INFORMATION 

  






 
















	
  

  	
  HOSPITALITY PROPERTIES TRUST IMPORTANT NOTICE PURSUANT AND
  SUBJECT TO THE TERMS OF THE TRUST’S DECLARATION OF TRUST, A COPY OF WHICH,
  TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS THERETO (THE “DECLARATION”), IS
  ON FILE WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND,
  THE TRUST HAS THE AUTHORITY TO CREATE ONE OR MORE ADDITIONAL CLASSES OR
  SERIES OF SHARES AND ISSUE ADDITIONAL SHARES OF ANY EXISTING CLASS OR SERIES
  OF SHARES. THE TRUST WILL FURNISH A FULL STATEMENT OF (i) THE AUTHORITY OF
  THE TRUST TO CREATE ADDITIONAL CLASSES OR SERIES OF SHARES AND ISSUE
  ADDITIONAL SHARES OF ANY EXISTING CLASS OR SERIES OF SHARES, (ii) THE TERMS
  OF ANY EXISTING CLASS OR SERIES OF SHARES, AND (iii) SUCH OTHER INFORMATION
  AS IS REQUIRED BY SECTION 8-203(d) OF THE MARYLAND REIT LAW, WITHOUT CHARGE
  TO ANY SHAREHOLDER UPON REQUEST TO THE SECRETARY OF THE TRUST. THE SHARES
  EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND
  TRANSFER WHICH ARE OR MAY HEREAFTER BE CONTAINED IN THE DECLARATION OR IN THE
  BYLAWS OF THE TRUST, AS AMENDED FROM TIME TO TIME (THE “BYLAWS”), INCLUDING
  PROVISIONS WHICH PROHIBIT THE OWNERSHIP OF MORE THAN 9.8% OF THE TRUST’S
  SECURITIES BY ANY PERSON OR GROUP. THIS DESCRIPTION OF THE RESTRICTIONS UPON
  OWNERSHIP OR TRANSFER OF THE TRUST’S SECURITIES IS NOT COMPLETE. A MORE
  COMPLETE DESCRIPTION OF THESE RESTRICTIONS APPEARS IN THE DECLARATION OR
  BYLAWS, AS APPLICABLE, COPIES OF WHICH WILL BE SENT WITHOUT CHARGE TO ANY
  SHAREHOLDER UPON REQUEST TO THE SECRETARY OF THE TRUST. 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 UTMA –  Custodian (Cust) (Minor) TEN ENT – as
  tenants by entireties under Uniform Transfers to Minors JT TEN – as joint
  tenants with right of survivorship Act 
  and not as tenants in common (State) Additional abbreviations may also
  be used though not in above list. For value received hereby sell, assign, and
  transfer unto (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE
  OF ASSIGNEE) Shares of beneficial interest 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 X X 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. SIGNATURE GUARANTEED ALL GUARANTEES MUST BE MADE BY A
  FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN
  THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”), THE NEW YORK
  STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM (“MSP”), OR THE STOCK
  EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE DATED. GUARANTEES BY A
  NOTARY PUBLIC ARE NOT ACCEPTABLE. PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE