SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Baltimore Thomas J Jr

(Last)

(First)

(Middle)

C/O RLJ LODGING TRUST

3 BETHESDA METRO CENTER, SUITE 1000

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/10/2011

3. Issuer Name and Ticker or Trading Symbol
RLJ Lodging Trust [ RLJ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	500⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Represents 500 shares of beneficial interest ("common shares") in RLJ Lodging Trust (the "Company") that were issued to Mr. Baltimore on January 31, 2011 in connection with the formation and initial capitalization of the Company. Concurrently with the closing of the Company's initial public offering and formation transactions, the Company will redeem its initial capitalization shares for the purchase price of $500.

2. Concurrently with the closing of the Company's initial public offering, Mr. Baltimore will receive (i) common shares and units of limited partnership interests in the operating partnership of the Company in connection with the formation transactions and (ii)restricted shares in the Company, vesting ratably on each of the first 16 quarterly anniversaries of the date of grant, under the Company's 2011 Equity Incentive Plan.

Remarks:

Exhibit 24: Power of Attorney

	/s/ Anita Cooke Wells, Attorney-in-Fact	05/10/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.