Exhibit
4.3


 




	
  

  	
  PREFERRED 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: TREASURER AND CHIEF FINANCIAL OFFICER
  COUNTERSIGNED AND REGISTERED: WELLS FARGO BANK, N.A. TRANSFER AGENT AND
  REGISTRAR BY AUTHORIZED SIGNATURE 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 7.125%
  SERIES D CUMULATIVE REDEEMABLE PREFERRED SHARES, WITHOUT PAR VALUE SEE
  REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION A
  MARYLAND REAL ESTATE INVESTMENT TRUST PDT PRESIDENT AND CHIEF OPERATING
  OFFICER 

  






 










 




	
  

  	
  HOSPITALITY
  PROPERTIES TRUST IMPORTANT NOTICE PURSUANT AND SUBJECT TO THE TERMS OF THE
  AMENDED AND RESTATED DECLARATION OF TRUST OF THE TRUST, AS AMENDED FROM TIME
  TO TIME (THE “DECLARATION”), 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 APPLICABLE 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 AMENDED
  AND RESTATED BYLAWS ADOPTED BY THE TRUST, AS AMENDED FROM TIME TO TIME (THE
  “BYLAWS”), INCLUDING PROVISIONS WHICH PROHIBIT THE OWNERSHIP OF MORE THAN
  9.8% OF ANY CLASS OR SERIES OF THE TRUST’S SHARES OF BENEFICIAL INTEREST 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 AND OF VARIOUS RIGHTS AND OBLIGATIONS OF
  SHAREHOLDERS APPEARS IN THE DECLARATION OR BYLAWS, AS APPLICABLE, AND IN
  CERTAIN OTHER AGREEMENTS WHICH MAY FROM TIME TO TIME BE ENTERED INTO BY THE
  TRUST AFFECTING THE RIGHTS AND OBLIGATIONS OF SHAREHOLDERS. COPIES OF THE
  DECLARATION, BYLAWS AND AGREEMENTS AFFECTING THE RIGHTS AND OBLIGATIONS OF
  SHAREHOLDERS AS IN EFFECT FROM TIME TO TIME 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