Exhibit 4.1


 


	
  

  8.875% SERIES B CUMULATIVE

  REDEEMABLE PREFERRED 

  SHARES



  THIS CERTIFICATE IS 

  	
  

  	
  

  8.875% SERIES B CUMULATIVE

  REDEEMABLE
  PREFERRED SHARES



  SEE REVERSE FOR IMPORTANT 

  
	
  TRANSFERABLE

  	
   

  	
  NOTICE ON TRANSFER

  
	
  IN SOUTH SAINT PAUL, MN.

  	
  A MARYLAND REAL ESTATE INVESTMENT TRUST

  	
  RESTRICTIONS AND OTHER INFORMATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP 44106M 40 9

  



 


THIS CERTIFIES THAT


 


 


is the registered holder of


 


FULLY PAID AND NONASSESSABLE 8.875% SERIES B
CUMULATIVE REDEEMABLE PREFERRED SHARES OF BENEFICIAL INTEREST, WITHOUT PAR
VALUE, IN


 


HOSPITALITY
PROPERTIES TRUST


 


PREFERRED


 


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

  



 


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.


 


	
  COUNTERSIGNED AND REGISTERED:

  	
   

  	
   

  
	
  WELLS FARGO
  BANK, N.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY

  	
  

  	
   

  	
  TRANSFER AGENT

  AND REGISTRAR

  
	
   

  	
   

  	
   

  	
  AUTHORIZED
  SIGNATURE

  



 


AMERICAN
FINANCIAL PRINTING INCORPORATED – MINNEAPOLIS


 

















 


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
  INSERT SOCIAL SECURITY OR OTHER

  	
   

  
	
  IDENTIFYING
  NUMBER OF ASSIGNEE

  	
   

  
	
   

  	
   

  



 


(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.


 
















 


	
  

  7% SERIES C CUMULATIVE

  REDEEMABLE
  PREFERRED SHARES

   

  THIS CERTIFICATE IS 

  	
  

  	
  

  7% SERIES C CUMULATIVE

  REDEEMABLE
  PREFERRED SHARES



  SEE REVERSE FOR IMPORTANT 

  
	
  TRANSFERABLE

  	
   

  	
  NOTICE ON TRANSFER

  
	
  IN SOUTH SAINT PAUL, MN.

  	
  A MARYLAND REAL ESTATE INVESTMENT TRUST

  	
  RESTRICTIONS AND OTHER INFORMATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP 44106M 50 8

  



 


THIS CERTIFIES THAT


 


 


is the registered holder of


 


FULLY PAID AND NONASSESSABLE 7%
SERIES C CUMULATIVE REDEEMABLE PREFERRED SHARES OF BENEFICIAL INTEREST, WITHOUT
PAR VALUE, IN


 


HOSPITALITY
PROPERTIES TRUST


 


PREFERRED


 


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

  



 


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.


 


	
  COUNTERSIGNED AND REGISTERED:

  	
   

  	
   

  
	
  WELLS FARGO
  BANK, N.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY

  	
  

  	
   

  	
  TRANSFER
  AGENT

  AND REGISTRAR

  
	
   

  	
   

  	
   

  	
  AUTHORIZED
  SIGNATURE

  



 


AMERICAN
FINANCIAL PRINTING INCORPORATED – MINNEAPOLIS


 

















 


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
  INSERT SOCIAL SECURITY OR OTHER

  	
   

  
	
  IDENTIFYING
  NUMBER OF ASSIGNEE

  	
   

  
	
   

  	
   

  



 


(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.