UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN
STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act
of 1934
(Amendment No. 4)*
HERSHA HOSPITALITY TRUST
(Name of Issuer)
Class A Common Shares of beneficial interest, US$ 0.01 par value per share
(Title of Class of Securities)
427825104
(CUSIP Number)
Saúl Zang
Juan Manuel Quintana
Carolina Zang
Pablo Vergara del Carril
Zang, Bergel y Viñes Abogados
Florida 537, 18th Floor
Buenos Aires, Argentina
+54(11) 4322-0033
(Name, Address and Telephone Number
of Person
authorized to Receive Notices and Communications)
February 13, 2012(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. £
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to who copies are to be sent.
*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).
CUSIP No. 427825104 | SCHEDULE 13D | Page 2 of 31 Pages |
1. |
NAME OF REPORTING PERSON Eduardo S. Elsztain | ||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
ý
| ||
3. |
SEC USE ONLY
| ||
4. |
SOURCE OF FUNDS AF - WC | ||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
| ||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Argentina | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER 15,400 | |
8. |
SHARED VOTING POWER 18,105,630 | ||
9. |
SOLE DISPOSITIVE POWER 15,400 | ||
10. |
SHARED DISPOSITIVE POWER 18,105,630 | ||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,121,030 | ||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
| ||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.50% | ||
14. |
TYPE OF REPORTING PERSON IN | ||
CUSIP No. 427825104 | SCHEDULE 13D | Page 3 of 31 Pages |
1. |
NAME OF REPORTING PERSON Agroinvestment S.A. | ||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý
| ||
3. |
SEC USE ONLY
| ||
4. |
SOURCE OF FUNDS AF - WC | ||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
| ||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Uruguay | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER 0 | |
8. |
SHARED VOTING POWER 18,121,030 | ||
9. |
SOLE DISPOSITIVE POWER 0 | ||
10. |
SHARED DISPOSITIVE POWER 18,121,030 | ||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,121,030 | ||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
| ||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.50% | ||
14. |
TYPE OF REPORTING PERSON CO | ||
CUSIP No. 427825104 | SCHEDULE 13D | Page 4 of 31 Pages |
1. |
NAME OF REPORTING PERSON Idalgir S.A. | ||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
ý
| ||
3. |
SEC USE ONLY
| ||
4. |
SOURCE OF FUNDS AF - WC | ||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
| ||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Uruguay | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER 0 | |
8. |
SHARED VOTING POWER 18,121,030 | ||
9. |
SOLE DISPOSITIVE POWER 0 | ||
10. |
SHARED DISPOSITIVE POWER 18,121,030 | ||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,121,030 | ||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
| ||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.50% | ||
14. |
TYPE OF REPORTING PERSON CO | ||
CUSIP No. 427825104 | SCHEDULE 13D | Page 5 of 31 Pages |
1. |
NAME OF REPORTING PERSON IFIS Limited | ||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
ý
| ||
3. |
SEC USE ONLY
| ||
4. |
SOURCE OF FUNDS AF - WC | ||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
| ||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER 0 | |
8. |
SHARED VOTING POWER 18,121,030 | ||
9. |
SOLE DISPOSITIVE POWER 0 | ||
10. |
SHARED DISPOSITIVE POWER 18,121,030 | ||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,121,030 | ||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
| ||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.50% | ||
14. |
TYPE OF REPORTING PERSON CO | ||
CUSIP No. 427825104 | SCHEDULE 13D | Page 6 of 31 Pages |
1. |
NAME OF REPORTING PERSON Inversiones Financieras del Sur S.A. | ||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
ý
| ||
3. |
SEC USE ONLY
| ||
4. |
SOURCE OF FUNDS AF - WC | ||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
| ||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Uruguay | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER 0 | |
8. |
SHARED VOTING POWER 18,121,030 | ||
9. |
SOLE DISPOSITIVE POWER 0 | ||
10. |
SHARED DISPOSITIVE POWER 18,121,030 | ||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,121,030 | ||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
| ||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.50% | ||
14. |
TYPE OF REPORTING PERSON CO | ||
CUSIP No. 427825104 | SCHEDULE 13D | Page 7 of 31 Pages |
1. |
NAME OF REPORTING PERSON Cresud Sociedad Anónima Comercial Inmobiliaria | ||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
ý
| ||
3. |
SEC USE ONLY
| ||
4. |
SOURCE OF FUNDS AF - WC | ||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
| ||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Argentina | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER 0 | |
8. |
SHARED VOTING POWER 18,121,030 | ||
9. |
SOLE DISPOSITIVE POWER 0 | ||
10. |
SHARED DISPOSITIVE POWER 18,121,030 | ||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,121,030 | ||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
| ||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.50% | ||
14. |
TYPE OF REPORTING PERSON CO | ||
CUSIP No. 427825104 | SCHEDULE 13D | Page 8 of 31 Pages |
1. |
NAME OF REPORTING PERSON Consultores Venture Capital Limited | ||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
ý
| ||
3. |
SEC USE ONLY
| ||
4. |
SOURCE OF FUNDS AF - WC | ||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
| ||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER 0 | |
8. |
SHARED VOTING POWER 18,121,030 | ||
9. |
SOLE DISPOSITIVE POWER 0 | ||
10. |
SHARED DISPOSITIVE POWER 18,121,030 | ||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,121,030 | ||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
| ||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.50% | ||
14. |
TYPE OF REPORTING PERSON CO | ||
CUSIP No. 427825104 | SCHEDULE 13D | Page 9 of 31 Pages |
1. |
NAME OF REPORTING PERSON Consultores Assets Management S.A. | ||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
ý
| ||
3. |
SEC USE ONLY
| ||
4. |
SOURCE OF FUNDS AF - WC | ||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
| ||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Argentina | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER 0 | |
8. |
SHARED VOTING POWER 18,121,030 | ||
9. |
SOLE DISPOSITIVE POWER 0 | ||
10. |
SHARED DISPOSITIVE POWER 18,121,030 | ||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,121,030 | ||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
| ||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.50% | ||
14. |
TYPE OF REPORTING PERSON CO | ||
CUSIP No. 427825104 | SCHEDULE 13D | Page 10 of 31 Pages |
1. |
NAME OF REPORTING PERSON Consultores Venture Capital Uruguay S.A. | ||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
ý
| ||
3. |
SEC USE ONLY
| ||
4. |
SOURCE OF FUNDS AF - WC | ||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
| ||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Uruguay | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER 0 | |
8. |
SHARED VOTING POWER 18,121,030 | ||
9. |
SOLE DISPOSITIVE POWER 0 | ||
10. |
SHARED DISPOSITIVE POWER 18,121,030 | ||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,121,030 | ||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
| ||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.50% | ||
14. |
TYPE OF REPORTING PERSON CO | ||
CUSIP No. 427825104 | SCHEDULE 13D | Page 11 of 31 Pages |
1. |
NAME OF REPORTING PERSON IRSA Inversiones y Representaciones S.A. | ||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
ý
| ||
3. |
SEC USE ONLY
| ||
4. |
SOURCE OF FUNDS AF - WC | ||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
| ||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Argentina | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER 0 | |
8. |
SHARED VOTING POWER 18,121,030 | ||
9. |
SOLE DISPOSITIVE POWER 0 | ||
10. |
SHARED DISPOSITIVE POWER 18,121,030 | ||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,121,030 | ||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
| ||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.50% | ||
14. |
TYPE OF REPORTING PERSON CO | ||
CUSIP No. 427825104 | SCHEDULE 13D | Page 12 of 31 Pages |
1. |
NAME OF REPORTING PERSON Tyrus S.A. | ||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
ý
| ||
3. |
SEC USE ONLY
| ||
4. |
SOURCE OF FUNDS AF - WC | ||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
| ||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Uruguay | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER 0 | |
8. |
SHARED VOTING POWER 18,121,030 | ||
9. |
SOLE DISPOSITIVE POWER 0 | ||
10. |
SHARED DISPOSITIVE POWER 18,121,030 | ||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,121,030 | ||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
| ||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.50% | ||
14. |
TYPE OF REPORTING PERSON CO | ||
CUSIP No. 427825104 | SCHEDULE 13D | Page 13 of 31 Pages |
1. |
NAME OF REPORTING PERSON Jiwin S.A. | ||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
ý
| ||
3. |
SEC USE ONLY
| ||
4. |
SOURCE OF FUNDS AF - WC | ||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
| ||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Uruguay | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER 0 | |
8. |
SHARED VOTING POWER 18,121,030 | ||
9. |
SOLE DISPOSITIVE POWER 0 | ||
10. |
SHARED DISPOSITIVE POWER 18,121,030 | ||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,121,030 | ||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
| ||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.50% | ||
14. |
TYPE OF REPORTING PERSON CO | ||
CUSIP No. 427825104 | SCHEDULE 13D | Page 14 of 31 Pages |
1. |
NAME OF REPORTING PERSON Real Estate Investment Group L.P. | ||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
ý
| ||
3. |
SEC USE ONLY
| ||
4. |
SOURCE OF FUNDS AF - WC | ||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
| ||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER 0 | |
8. |
SHARED VOTING POWER 18,121,030 | ||
9. |
SOLE DISPOSITIVE POWER 0 | ||
10. |
SHARED DISPOSITIVE POWER 18,121,030 | ||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,121,030 | ||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
| ||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.50% | ||
14. |
TYPE OF REPORTING PERSON PN | ||
CUSIP No. 427825104 | SCHEDULE 13D | Page 15 of 31 Pages |
1. |
NAME OF REPORTING PERSON Real Estate Investment Group II L.P. | ||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
ý
| ||
3. |
SEC USE ONLY
| ||
4. |
SOURCE OF FUNDS AF - WC | ||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
| ||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER 0 | |
8. |
SHARED VOTING POWER 18,121,030 | ||
9. |
SOLE DISPOSITIVE POWER 0 | ||
10. |
SHARED DISPOSITIVE POWER 18,121,030 | ||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,121,030 | ||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
| ||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.50% | ||
14. |
TYPE OF REPORTING PERSON PN | ||
CUSIP No. 427825104 | SCHEDULE 13D | Page 16 of 31 Pages |
1. |
NAME OF REPORTING PERSON Real Estate Investment Group III L.P. | ||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
ý
| ||
3. |
SEC USE ONLY
| ||
4. |
SOURCE OF FUNDS AF - WC | ||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
| ||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER 0 | |
8. |
SHARED VOTING POWER 18,121,030 | ||
9. | 0 | ||
10. |
SHARED DISPOSITIVE POWER 18,121,030 | ||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,121,030 | ||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
| ||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.50% | ||
14. |
TYPE OF REPORTING PERSON PN | ||
CUSIP No. 427825104 | SCHEDULE 13D | Page 17 of 31 Pages |
1. |
NAME OF REPORTING PERSON Real Estate Investment Group IV L.P. | ||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
ý
| ||
3. |
SEC USE ONLY
| ||
4. |
SOURCE OF FUNDS AF - WC | ||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
| ||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER 0 | |
8. |
SHARED VOTING POWER 18,121,030 | ||
9. |
SOLE DISPOSITIVE POWER 0 | ||
10. |
SHARED DISPOSITIVE POWER 18,121,030 | ||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,121,030 | ||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
| ||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.50% | ||
14. |
TYPE OF REPORTING PERSON PN | ||
CUSIP No. 427825104 | SCHEDULE 13D | Page 18 of 31 Pages |
STATEMENT PURSUANT TO RULE 13d-1 OF THE
GENERAL RULES AND REGULATIONS UNDER THE
SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED
AMENDMENT No. 4 TO SCHEDULE 13D
This Amendment No. 4 Schedule 13D (“Amendment No. 4”) amends and supplements the Schedule 13D initially filed by the Reporting Persons with the SEC on August 14, 2009 (the “Initial Schedule 13D”), the Amendment No. 1 Schedule 13D filed by the Reporting Persons with the SEC on February 8, 2010 (the “Amendment No.1”), the Amendment No. 2 Schedule 13D filed by the Reporting Persons with the SEC on March 19, 2010 (the “Amendment No. 2”) and the Amendment No. 3 Schedule 13D filed by the Reporting Persons with the SEC on October 19, 2010 (the “Amendment No. 3” and together with the Initial Schedule 13D, the Amendment No. 1, the Amendment No. 2 the “Schedule 13D”). Capitalized terms used in this Amendment No. 4 but not defined herein have the meaning given to such terms in the Schedule 13D.
CUSIP No. 427825104 | SCHEDULE 13D | Page 19 of 31 Pages |
Item 2. Identity and Background
(a)-(c), (f) This statement is being filed by Eduardo S. Elsztain (“Elsztain”) a citizen of the Republic of Argentina who serves as Chairman of the board of directors of each of the following companies, except for Real Estate Investment Group L.P., Real Estate Investment Group II L.P., Real Estate Investment Group III L.P. and Real Estate Investment Group IV L.P.:
(i) | IFIS Limited, a limited liability company organized under the laws of Bermuda (“IFIS”); | ||
(ii) | Inversiones Financieras del Sur S.A., a stock corporation organized under the laws of the Republic of Uruguay (“IFISA”); | ||
(iii) | Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria, a stock corporation organized under the laws of the Republic of Argentina (“Cresud”); | ||
(iv) | Consultores Assets Management S.A., a limited liability company organized under the laws of Argentina (“CAM”); | ||
(v) | Consultores Venture Capital Limited, a limited liability company organized under the laws of Cayman Island (“CVC Cayman”); | ||
(vi) | Consultores Venture Capital Uruguay S.A., a limited liability company organized under the laws of the Republic of Uruguay (“CVC Uruguay”); | ||
(vii) | Agroinvestment S.A., a stock corporation organized under the laws of the Republic of Uruguay (“Agroinvestment”); | ||
(viii) | Idalgir SA., a stock corporation organized under the laws of the Republic of Uruguay (“Idalgir”); | ||
(ix) | IRSA Inversiones y Representaciones Sociedad Anónima, a stock corporation organized under the laws of the Republic of Argentina (“IRSA”); | ||
(x) | Tyrus S.A., a stock corporation organized under the laws of the Republic of Uruguay, who serves as general partner of Real Estate Investment Group L.P (“Tyrus”); | ||
(xi) | Jiwin S.A., a stock corporation organized under the laws of the Republic of Uruguay, who serves as general partner of Real Estate Investment Group L.P (“Jiwin”); | ||
(xii) | Real Estate Investment Group L.P., a limited partnership organized under the laws of Bermuda (“REIG”); | ||
(xiii) | Real Estate Investment Group II L.P., a limited partnership organized under the laws of Bermuda (“REIG II”); | ||
(xiv) | Real Estate Investment Group III L.P., a limited partnership organized under the laws of Bermuda (“REIG III”); and |
CUSIP No. 427825104 | SCHEDULE 13D | Page 20 of 31 Pages |
(xv) | Real Estate Investment Group IV L.P., a limited partnership organized under the laws of Bermuda (“REIG IV”, and together with Elsztain, IFIS, IFISA, Cresud, CAM, CVC Cayman, CVC Uruguay, Agroinvestment, Idalgir, IRSA, Tyrus, Jiwin, REIG, REIG II and REIG III the “Reporting Persons”). |
Elsztain’s principal offices are located at Bolívar 108, 1st floor, Buenos Aires, Argentina; IFIS’ principal offices are located at Mintflower Place 4th floor, 8 Par-La-Ville Road Hamilton HM 08 Bermuda; IFISA’s principal offices are located at Ruta 8, 17,500, Edificio @1, local 106, CP 91600, Montevideo, Republic of Uruguay; Cresud’s principal offices are located at Moreno 877, 23rd Floor, (C1091AAQ) Ciudad Autónoma de Buenos Aires, Argentina; CAM’s principal offices are located at Bolívar 108, 1st floor, Buenos Aires, Argentina; CVC Cayman’s principal offices are located at 89, Nexus Way, 2nd floor Camana Bay P.O. Box 31106 Grand Cayman, KY1-1205 Cayman Islands; CVC Uruguay’s principal offices are located at Ruta 8, 17,500, Edificio @1, local 106, CP 91600 Montevideo, Republic of Uruguay; Agroinvestment’s principal offices are located at Zabala 1422, 2nd floor, Montevideo, Republic of Uruguay; Idalgir’s principal offices are located at Zabala 1422, 2nd floor, Montevideo, Republic of Uruguay; IRSA’s principal offices are located at Bolívar 108, 1st floor, Buenos Aires, Argentina; Tyrus’ principal offices are located at Colonia 810, Of. 403, CP 11000, Montevideo, Republic of Uruguay; Jiwin’s principal offices are located at Colonia 810, Of. 403, CP 11000, Montevideo, Republic of Uruguay; REIG principal offices are located at Clarendon House, 2 Church Street, Hamilton HM CX, Bermuda; REIG II principal offices are located at Clarendon House, 2 Church Street, Hamilton HM CX, Bermuda; REIG III principal offices are located at Clarendon House, 2 Church Street, Hamilton HM CX, Bermuda and REIG IV principal offices are located at Clarendon House, 2 Church Street, Hamilton HM CX, Bermuda;.
Due to the fact that Mr. Elsztain may be deemed the beneficial owner of each of the Reporting Persons, the Reporting Persons report their direct and indirect ownership of common shares as “shared” voting and dispositive power.
(d) None of the Reporting Persons nor, to their knowledge, any person named in Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) within the last five years.
(e) During the last five years, none of the Reporting Persons nor, to their knowledge, any person named in Schedule A hereto, has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation of such laws.
Item 3. Source and Amount of Funds or Other Considerations.
On February 13, 2012, the Company issued an aggregate of 2,521,561 Class A common shares of beneficial interest, $0.01 par value per share, to REIG in the exercise of the Company’s call option under that certain Investor Rights and Option Agreement, dated August 4, 2009, by and among the Company, REIG and IRSA Inversiones y Representaciones Sociedad Anónima with respect to REIG’s option thereunder to purchase up to 5,700,000 common shares.
Item 4. Purpose of Transaction.
Item 3 is incorporated herein by reference.
CUSIP No. 427825104 | SCHEDULE 13D | Page 21 of 31 Pages |
Aside from the forgoing, none of the Reporting Persons nor, to their knowledge, any person named in Schedule A, has any present plans or proposals that relate to or would result in any actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interests in Securities of the Issuer
(a) | As of March 8, 2012, the Reporting Persons beneficially owned 18,121,030Class A common shares of HHT, representing 10.50% of the Class A common shares believed by the Reporting Persons to be outstanding as of such date based on publicity available information. The reported securities may be deemed to be indirectly beneficially owned by the list of entities described on the previous paragraphs except for REIG, REIG II, REIG III and REIG IV whose direct beneficial ownership is listed below. |
As of March 8, 2012:
(i) | Elsztain is the Chairman of the Board of Directors of IFIS, IFISA, Cresud, CAM, CVC Uruguay, CVC Cayman, Agroinvestment, Idalgir, IRSA, Tyrus and Jiwin, except for REIG, REIG II, REIG III and REIG IV, companies in which Jiwin (a company wholly owned by IRSA) is the General Partner. |
(ii) | Elsztain is the beneficial owner of 31.64 % of IFIS, including: (a) 12.11% owned indirectly through Agroinvestment, (b) 5.17% owned indirectly through Idalgir; (c) 14.81% owned indirectly through CVC Uruguay, and (d) 2.08% owned indirectly through CVC Cayman. Elsztain owns 100% of Agroinvestment and Idalgir and 85.0% of CAM which owns 0.11% of IRSA’s outstanding stock and 100% of CVC Uruguay which in turn owns 0.0002% of Cresud’s shares on a fully diluted basis and 100% of CVC Cayman. None of these companies own directly HHT’s Common Shares. Eduardo Elsztain also directly owns 0.21% of IRSA’s outstanding stock and 0.0002% of Cresud’s shares on a fully diluted basis. |
(iii) | CVC Cayman serves as the Investment Manager of IFIS. |
(iv) | IFIS is the direct owner of 100% of the common shares of IFISA. IFIS does not directly own HHT’s Common Shares. |
(v) | IFISA directly owns 38.79% of Cresud’s shares on a fully diluted basis and 2.54% of IRSA’s common shares. IFISA does not directly own HHT’s Common Shares. |
(vi) | Cresud directly owns 63.22% of IRSA’s common shares. Cresud does not directly own HHT’s Common Shares. |
(vii) | IRSA owns 100% of Tyrus’ capital stock and 819,906 Common Shares of HHT. |
(viii) | Tyrus owns 100% of the capital stock of Jiwin. |
(ix) | Jiwin serves as general Partner of REIG. |
(x) | REIG owns 8,126,500 Common Shares of HHT. |
(xi) | REIG II owns 3,894,323 Common Shares of HHT. |
CUSIP No. 427825104 | SCHEDULE 13D | Page 22 of 31 Pages |
(xii) | REIG III owns 3,864,000 Common Shares of HHT. |
(xiii) | REIG IV owns 1,400,901 Common Shares of HHT. |
(xiv) | Eduardo Elsztain directly owns 15,400 Common Shares of HHT. |
Set forth below is a diagram of the Reporting Persons’ beneficial ownership of HHT’s outstanding stock as of March 8, 2012:
CUSIP No. 427825104 | SCHEDULE 13D | Page 23 of 31 Pages |
Given the foregoing, as of March 8th, 2012, the Reporting Persons may be deemed to be the beneficial owners of 18,121,030 Class A Common Shares of HHT, representing 10.50% of the Class A common shares believed by the Reporting Persons to be outstanding as of such date based on publicity available information.
(b) | Item 5(a) is incorporated herein by reference. |
(c) | Transactions by the Reporting Persons or other persons named in Schedule A, attached hereto, in HHT’s common shares that were effected during the transaction period are listed on Annex I. |
(d)-(e) Not applicable.
Item 7. Material to be filed as Exhibits
None
CUSIP No. 427825104 | SCHEDULE 13D | Page 24 of 31 Pages |
Schedule A
|
Eduardo S. Elsztain Bolívar 108, 1st floor (1066) Buenos Aires Republic of Argentina Citizen of Argentina |
Directors of IFIS Limited
1. |
Eduardo S. Elsztain 8 Par-La-Ville Road, Hamilton HM 08, Bermuda Citizen of Argentina
|
4. |
Mariana Renata Carmona de Elsztain 8 Par-La-Ville Road, Hamilton HM 08, Bermuda Citizen of Argentina |
2. |
Saul Zang 8 Par-La-Ville Road, Hamilton HM 08, Bermuda Citizen of Argentina
|
5. |
Alejandro Gustavo Elsztain 8 Par-La-Ville Road, Hamilton HM 08, Bermuda. Citizen of Argentina |
3. |
Joseph Steinberg Director Mintflower Place 4 Floor 8 Par-La-Ville Road, Hamilton HM 08, Bermuda Citizen of the United States
|
CUSIP No. 427825104 | SCHEDULE 13D | Page 25 of 31 Pages |
Directors of Consultores Venture Capital Uruguay
1. |
Eduardo S. Elsztain (Chairman) CP 91600 Montevideo
|
3. |
Olga Stirling Director CP 91600 Montevideo
|
2. |
Eduardo Simon Bartfeld CP 91600 Montevideo |
Directors of Consultores Assets Management S.A.
1. |
Eduardo S. Elsztain (Chairman) (1066) Buenos Aires Republic of Argentina Citizen of Argentina
|
3. |
Mariana Renata Carmona de Elsztain (1066) Buenos Aires Republic of Argentina Citizen of Argentina |
2. |
Saul Zang Bolívar 108, 1st floor (1066) Buenos Aires Republic of Argentina Citizen of Argentina
|
4. |
Gerardo Tyszberowicz Director Bolívar 108, 1st floor (1066) Buenos Aires Republic of Argentina Citizen of Argentina |
Directors of Consultores Venture Capital Limited
1. |
Eduardo S. Elsztain (Chairman) Citizen of Argentina
|
2. |
Saul Zang
|
Directors of Inversiones Financieras del Sur S.A.
1. |
Eduardo S. Elsztain CP 91600 Montevideo Republic of Uruguay |
3. |
Eduardo Simon Bartfeld CP 91600 Montevideo Republic of Uruguay |
2. |
Saúl Zang CP 91600 Montevideo Republic of Uruguay |
4. |
Olga Stirling CP 91600 Montevideo Republic of Uruguay |
CUSIP No. 427825104 | SCHEDULE 13D | Page 26 of 31 Pages |
Directors of Agroinvestment S.A.
1. | Eduardo S. Elsztain Chairman of the Board Zabala 1422, 2nd Floor (11500), Montevideo Republic of Uruguay Citizen of Argentina |
3. | Eduardo Simon Bartfeld Director Zabala 1422, 2nd Floor (11500), Montevideo Republic of Uruguay Citizen of Uruguay |
2. | Mariana Renata Carmona de Elsztain Director Zabala 1422, 2nd Floor (11500), Montevideo Republic of Uruguay Citizen of Argentina |
Directors of Idalgir S.A.
1 | Eduardo S. Elsztain Chairman of the Board Zabala 1422, 2nd Floor (11500), Montevideo Republic of Uruguay Citizen of Argentina |
2 | Mariana Renata Carmona de Elsztain Director Zabala 1422, 2nd Floor (11500), Montevideo Republic of Uruguay Citizen of Argentina |
Directors and Executive Officers
of
Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria
Directors
1. |
Eduardo Sergio Elsztain (C1091AAQ) Buenos Aires
|
8. |
David Alberto Perednik Director (C1091AAQ) Buenos Aires
|
2. |
Saúl Zang (C1091AAQ) Buenos Aires |
9. |
Daniel E. Melicovsky Director (C1091AAQ) Buenos Aires |
3. |
Alejandro Gustavo Elsztain (C1091AAQ) Buenos Aires
|
10. |
Alejandro Casaretto (C1091AAQ) Buenos Aires |
4. |
Gabriel Adolfo Reznik (C1091AAQ) Buenos Aires
|
11. |
Salvador Darío Bergel (C1091AAQ) Buenos Aires |
CUSIP No. 427825104 | SCHEDULE 13D | Page 27 of 31 Pages |
5. |
Jorge Oscar Fernández Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires
|
12. | Gastón Armando Lernoud Alternate Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
6. |
Fernando Adrián Elsztain (C1091AAQ) Buenos Aires
|
13. | Enrique Antonini Alternate Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
7. |
Pedro Damaso Labaqui Palácio Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires
|
14. | Eduardo Kalpakian Alternate Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
Senior Management
1. |
Alejandro Gustavo Elsztain (C1091AAQ) Buenos Aires
|
4. |
Alejandro Casaretto Regional Manager of Agricultural Real Estate Moreno 877, 23rd floor (C1091AAQ) Buenos Aires
|
2. |
Matías Iván Gaivironsky Chief Financial Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires |
5. |
Carlos Blousson Chief Executive Officer of the International Operation (Paraguay, Bolivia and Uruguay) Moreno 877, 23rd floor (C1091AAQ) Buenos Aires |
3. |
David A. Perednik Chief Administrative Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires
|
CUSIP No. 427825104 | SCHEDULE 13D | Page 28 of 31 Pages |
Directors and Executive Officers
of
IRSA Inversiones y Representaciones Sociedad Anónima
Directors
1. |
Eduardo Sergio Elsztain Citizen of Argentina
|
11. |
Mauricio Wior Director |
3. |
Alejandro Gustavo Elsztain Director |
12. |
Mario Blejer Director
|
4. |
Fernando Adrián Elsztain Director |
13. |
Ricardo Liberman Director
|
5. |
Carlos Ricardo Estevez Director
|
14. |
Gabriel A. Reznik Director
|
6. |
Cedric D. Bridger Director Bolívar 108, 1 floor |
15. |
Salvador D. Bergel Alternate Director
|
7. |
Daniel R. Elsztain Director |
16. |
Enrique Antonini Alternate Director |
10. |
Gary S. Gladstein Director
|
CUSIP No. 427825104 | SCHEDULE 13D | Page 29 of 31 Pages |
Senior Management
1. |
Eduardo Sergio Elsztain (C1091AAQ) Buenos Aires
|
4. |
Jorge Cruces Chief Real Estate Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires
|
2. |
Matías Iván Gaivironsky Chief Financial Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires
|
5. |
Daniel R. Elsztain Chief Real Estate Business Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires
|
3. |
David Alberto Perednik (C1091AAQ) Buenos Aires
|
Tyrus S.A.
1. | Eduardo S. Elsztain Chairman of the Board Colonia 810, Of. 403 (11000) Montevideo Republic of Uruguay Citizen of Argentina |
3. | Alejandro Gustavo Elsztain Director Colonia 810, Of. 403 (11000) Montevideo Citizen of Uruguay |
2. | Saúl Zang Director Colonia 810, Of. 403 (11000) Montevideo Republic of Uruguay Citizen of Argentina |
Jiwin S.A.
1. | Eduardo S. Elsztain Chairman of the Board Colonia 810, Of. 403 (11000) Montevideo Republic of Uruguay Citizen of Argentina |
3. | Alejandro Gustavo Elsztain Director Colonia 810, Of. 403 (11000) Montevideo Citizen of Uruguay |
2. | Saúl Zang Director Colonia 810, Of. 403 (11000) Montevideo Republic of Uruguay Citizen of Argentina |
CUSIP No. 427825104 | SCHEDULE 13D | Page 30 of 31 Pages |
Transactions by the Reporting Persons or persons named in Schedule A in Shares
that were effected during the last 60 days
Annex 1
REIG’s transactions in HHT Shares
Tran Type | Trade Date | Quantity (Units) | Price per Unit | |
Acquisition of Common Shares Pursuant to the Investor Rights and Option Agreement | 02/13/2012 | 2,521,561 |
$ 0.00
|
CUSIP No. 427825104 | SCHEDULE 13D | Page 31 of 31 Pages |
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement on Schedule 13D is true, complete and correct.
DATED: March 8, 2012.
Eduardo S. Elsztain | Consultores Assets Management S.A. |
By: /S/ Eduardo S. Elsztain Name: Eduardo S. Elsztain |
By: /S/ Eduardo S. Elsztain Name: Eduardo S. Elsztain Title: Chairman of the Board |
IFIS Limited | Consultores Venture Capital Limited |
By: /S/ Eduardo S. Elsztain Name: Eduardo S. Elsztain Title: Chairman of the Board |
By: /S/ Eduardo S. Elsztain Name: Eduardo S. Elsztain Title: Chairman of the Board |
Inversiones Financieras del Sur S.A. | Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria |
By: /S/ Eduardo S. Elsztain Name: Eduardo S. Elsztain Title: Chairman of the Board |
By: /S/ Eduardo S. Elsztain Name: Eduardo S. Elsztain Title: Chairman of the Board |
Consultores Venture Capital Uruguay | Agroinvestment S.A. |
By: /S/ Eduardo S. Elsztain Name: Eduardo S. Elsztain Title: Chairman of the Board |
By: /S/ Eduardo S. Elsztain Name: Eduardo S. Elsztain Title: Chairman of the Board |
Tyrus S.A. | Idalgir S.A. |
By: /S/ Eduardo S. Elsztain Name: Eduardo S. Elsztain Title: Chairman of the Board |
By: /S/ Eduardo S. Elsztain Name: Eduardo S. Elsztain Title: Chairman of the Board |
Real Estate Investment Group L.P. | Jiwin S.A. |
By: Jiwin S.A., its general partner By: /S/ Eduardo S. Elsztain Name: Eduardo S. Elsztain Title: Chairman of the Board |
By: /S/ Eduardo S. Elsztain Name: Eduardo S. Elsztain Title: Chairman of the Board |
IRSA Inversiones y Representaciones S.A. | Real Estate Investment Group II L.P. |
By: /S/ Eduardo S. Elsztain Name: Eduardo S. Elsztain Title: Chairman of the Board |
By: Jiwin S.A., its general partner By: /S/ Eduardo S. Elsztain Name: Eduardo S. Elsztain Title: Chairman of the Board |
Real Estate Investment Group III L.P. | Real Estate Investment Group IV L.P. |
By: Jiwin S.A., its general partner By: /S/ Eduardo S. Elsztain Name: Eduardo S. Elsztain Title: Chairman of the Board |
By: Jiwin S.A., its general partner By: /S/ Eduardo S. Elsztain Name: Eduardo S. Elsztain Title: Chairman of the Board |