UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Hersha Hospitality Trust
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(Name of Issuer)
Common Stock, Par Value $.01
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(Title of Class of Securities)
427825104
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(CUSIP Number)
December 31, 2005
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(Date of Event which Requires Filing of this Settlement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
CUSIP No. 427825104 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kensington Investment Group, Inc., IRS ID# 68-0309666
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
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5 SOLE VOTING POWER
Number of
Shares 2,388,500
Beneficially ---------------------------------------------
Owned by 6 SHARED VOTING POWER
Each
Reporting -0-
Person ---------------------------------------------
With 7 SOLE DISPOSITIVE POWER
2,388,500
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8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,388,500
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.73%
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12 TYPE OF REPORTING PERSON*
IA
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SCHEDULE 13G
CUSIP No. 427825104 Page 3 of 4 Pages
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Item 1.
(a) Name of Issuer: Hersha Hospitality Trust
(b) Address of Issuer's Principal Executive Offices:
148 Sheraton Drive
Box A
New Cumberland, PA 17070
Item 2.
(a) Name of Person Filing: Kensington Investment Group, Inc.
(b) Business Address: 4 Orinda Way, Suite 200C, Orinda, CA 94563
(c) Citizenship: USA
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 427825104
Item 3. Not applicable
Item 4. Ownership
(a) Amount beneficially owned: 2,388,500 shares of common stock.
(b) Percent of class: 11.73%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 2,388,500 shares
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 2,388,500 shares
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Shares are owned indirectly by Kensington Investment Group, Inc. in
their capacity as general partner and investment adviser to private
investment partnerships and as the investment adviser to The Kensington
Funds, a Registered Investment Company.
The Kensington Strategic Realty Fund, a series in The Kensington Funds,
as of December 31, 2005, owned 1,420,400 shares.
These shares are being held for investment purposes only.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported On By the Parent Holding Company
Not applicable.
SCHEDULE 13G
CUSIP No. 427825104 Page 4 of 4 Pages
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Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
(a) Not applicable
(b) By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of my information and belief,
I certify that the information set forth in this statement is true, complete,
and correct.
February 6, 2006 Kensington Investment Group, Inc.
By: /s/ John P. Kramer
John P. Kramer, President