Exhibit 4.1








Exhibit 4.1








	COMMON STOCK COMMON STOCK
NUMBER SHARES
DRH
THIS CERTIFICATE IS TRANSFERABLE IN
 _____ 
CUSIP 252784 30 1 THE CITY OF NEW YORK, NY
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND CERTAIN DEFINITIONS SEE REVERSE FOR
THIS CERTIFIES THAT
BY: AMERICANCOUNTERSIGNED
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $STOCK 0.01
DIAMONDROCK HOSPITALITY COMPANY
TRANSFER
(hereinafter, the “Corporation”) transferable on the books of the AND properly endorsed or
assigned. This Certificate and the shares Corporation’s Certificate of aws, as amended. This
Certificate is not validIncorporation, as amended, and Byl REGISTERED: Transfer Agent and
Registrar. AUTHORIZED TRANSFER
WITNESS the facsimile signatures of its duly authorized officers.
DATED:AGENT
CORPORATE SECRETARY
 _____ 
CHIEF EXECUTIVE OFFICER
 _____ 
AND &




 


 









 









	DiamondRock Hospitality Company
IMPORTANT NOTICE
The Corporation will furnish to any shareholder, on 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 Corporation has authority to issue and, if the Corporation is authorized to
issue any preferred or special class in series, (i) the differences in the relative rights and
preferences between the shares of each series to the extent that they have been set and (ii) the
authority of the board of directors of the Corporation to set the relative 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 charter of the Corporation, as may be amended from
time to time, 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 Corporation at its principal office.
The shares represented by this certificate are subject to restrictions on beneficial and
constructive ownership and transfer for the purpose of the Corporation’s maintenance of its status
as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended
(the “Code”). The Corporation’s charter provides that, subject to some exceptions, no person may
beneficially own, or be deemed to own by virtue of the attribution provisions of the Code, more
than 9.8% of the Corporation’s common stock or of the value of the aggregate outstanding shares of
the Corporation’s capital stock (the “Ownership Limit”), except that certain “look through
entities,” such as mutual funds, may beneficially own up to 15% of the Corporation’s common stock
or of the value of the aggregate outstanding shares of the Corporation’s capital stock (the
“Look-Through Ownership Limit”). The Corporation’s bylaws provide that, notwithstanding any other
provision of the Corporation’s charter or the bylaws, the Corporation’s board of directors will
exempt any person from the Ownership Limit and the Look-Through Ownership Limit, provided that: (i)
such person shall not beneficially own shares of capital stock that would cause an “individual”
(within the meaning of Section 542(a)(2) of the Code, but not including a “qualified trust” (as
defined in Code Section 856(h)(3)(E)) subject to the look-through rule of Code Section
856(h)(3)(A)(i)) to beneficially own (a) shares of capital stock in excess of 9.8% in value of the
aggregate outstanding shares of the Corporation’s capital stock or (b) in excess of 9.8% (in value
or in number of shares, whichever is more
restrictive) of the aggregate of the outstanding shares of the Corporation’s common stock; (ii) the
board of directors of the Corporation obtains such representations and undertakings from such
person as are reasonably necessary to ascertain that such person’s ownership of such shares of
capital stock will not now or in the future jeopardize the Corporation’s ability to qualify as a
REIT under the Code; and (iii) such person agrees that any violation or attempted violation of any
of the foregoing restrictions or any such other restrictions that may be imposed by the
Corporation’s board of directors will result in the automatic transfer of the shares of stock
causing such violation to the Trust (as defined below).
The Corporation’s charter also prohibits any person from (a) owning shares of the Corporation’s
capital stock if such ownership would result in the Corporation being “closely held” within the

meaning of Section
856(h) of the Code, (b) transferring shares of the Corporation’s capital stock if such transfer
would result in the Corporation’s capital stock being owned by fewer than 100 persons, (c) owning
shares of the Corporation’s capital stock if such ownership would cause any of the Corporation’s
income that would otherwise qualify as rents from real property to fail to qualify as such,
including as a result of any of the Corporation’s hotel management companies failing to qualify as
“eligible independent contractors” under the REIT rules and (d) owning shares of the Corporation’s
capital stock if such ownership would result in the Corporation failing to qualify as a REIT for
federal income tax purposes. Any person who acquires or attempts or intends to acquire beneficial
ownership of shares of the Corporation’s capital stock that will or may violate any of these
restrictions on transferability and ownership will be required to give notice immediately to the
Corporation and provide the Corporation with such other information as the Corporation may request
in order to determine the effect of such transfer on the Corporation’s status as a REIT.
If any transfer of shares of the Corporation’s capital stock or other event occurs which, if
effective, would result in any person beneficially or constructively owning shares of the
Corporation’s capital stock in excess or in violation of the above transfer or ownership
limitations (a “Prohibited Owner”), then that number of shares of the Corporation’s capital stock
the beneficial or constructive ownership of which otherwise would cause such person to violate such
limitations (rounded to the nearest whole share) shall be automatically transferred to a trust (the
“Trust”) for the exclusive benefit of one or more charitable beneficiaries, and the Prohibited
Owner shall not acquire any rights in such shares.
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
(State) Additional abbreviations may also be used though not in the above list.
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PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE
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Dated:
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ANY ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO S.E.C.RULE 17-Ad.