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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): March 10, 2017
 
CHATHAM LODGING TRUST
(Exact name of Registrant as specified in its charter)
 
Maryland
001-34693
27-1200777
(State or Other Jurisdiction
of Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
222 Lakeview Avenue, Suite 200
West Palm Beach, Florida

33401
(Address of principal executive offices)
(Zip Code)
(561) 802-4477
(Registrant’s telephone number, including area code)

Not Applicable
(Registrant's Former Address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 







Item 8.01 Other Events.

On March 10, 2017, Chatham Lodging Trust (the “Company”) filed with the Securities and Exchange Commission (“SEC”) a prospectus supplement, dated March 10, 2017, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, (the “ATM Prospectus”), relating to the offer and sale of common shares remaining unsold under the Company’s existing at-the-market equity offering program. The ATM Prospectus was filed as a result of the Company filing with the SEC a new universal shelf registration statement on Form S-3 (File No. 215418) on January 4, 2017, which became immediately effective upon filing and replaced the Company’s previously filed universal shelf registration statement on Form S-3.

An opinion of Venable LLP with respect to the validity of common shares that may be offered and sold pursuant to this prospectus supplement and the accompanying prospectus is filed herewith as Exhibit 5.1.



Item 9.01.     Financial Statements and Exhibits.
(d) Exhibits.     The following exhibits are being filed herewith:
 
5.1
 
Opinion of Venable LLP regarding legality of shares.
23.1
 
Consent of Venable LLP (included in Exhibit 5.1).







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
CHATHAM LODGING TRUST
  
 
 
 
 
March 10, 2017
 
By:
 
/s/ Jeremy B. Wegner
 
 
 
 
 
 
 
 
 
Name: Jeremy B. Wegner
 
 
 
 
Title: Senior Vice President and Chief Financial Officer