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): ~~February~~March 287, 2013 (~~February~~March 261, 2013)

SUMMIT HOTEL PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland
(State or Other Jurisdiction
of Incorporation or Organization)

001-35074
(Commission File Number)

27-2962512
(I.R.S. Employer Identification No.)

SUMMIT HOTEL OP, LP

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation or Organization)

000-54273
(Commission File Number)

27-0617340
(I.R.S. Employer Identification No.)

12600 Hill Country Boulevard, Suite R-100

Austin, Texas 78738

(Address of Principal Executive Offices) (Zip Code)

(512) 538-2300

(Registrants’ telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report.)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 85.0102. ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On February 27,~~ 2013, ~~Summit~~Executive ~~Hotel~~Compensation Properties, Inc. (the “Company”) and its operating partnership, Summit Hotel OP, LP (the “Operating Partnership”), entered into separate sales agreements (each, a “Sales Agent Agreement” and, collectively, the “Sales Agent Agreements”) with each of Robert W. Baird & Co. Incorporated, Deutsche Bank Securities Inc., JMP Securities LLC, MLV & Co. LLC and RBC Capital Markets, LLC (each, a Sales Agent and, collectively, the “Sales Agents”), pursuant to which the Company may sell the Company’s shares of common stock, $0.01 par value per share, having an aggregate offering price of up to $75,000,000 (the “Shares”), from time to time through any Sales Agent, acting as sales agent and/or principal.Program

~~Pursuant~~On toMarch 1, ~~the Sales Agent Agreements~~2013, the ~~Shares~~Compensation ~~may~~Committee beof ~~offered~~the ~~and~~Board ~~sold~~of ~~through~~Directors ~~any Sales Agent in transactions that are deemed to be “at~~ (the ~~market~~“Board”) ~~offerings as defined in Rule 415 under the Securities Act~~ of ~~1933,~~Summit asHotel ~~amended~~Properties, Inc. ~~including sales made directly on~~ (the ~~New~~“Company”) ~~York~~approved ~~Stock Exchange or sales made to or through a market maker other than on an exchange or, with~~ the ~~prior~~elements ~~consent~~ of the ~~Company,~~2013 inexecutive ~~privately negotiated transactions. Each Sales Agent will be entitled to~~ compensation ~~equal~~program tofor ~~up to 2.0% of~~ the ~~gross~~Company’s ~~proceeds~~executive ~~of the Shares sold through that Sales Agent from time to time under the applicable Sales Agent Agreement~~officers. The ~~Company~~key ~~has~~elements ~~no obligation to sell any~~ of the ~~Shares~~program ~~under~~are ~~any~~discussed ~~of the Sales Agent Agreements and may at any time suspend solicitations and offers under, or terminate, any of the Sales Agent Agreements~~below.

~~The~~For ~~Shares~~the ~~will~~development beof ~~issued~~the ~~pursuant~~2013 toprogram, the ~~Company’s~~Compensation ~~Registration~~Committee ~~Statement~~retained onFTI ~~Form S-3~~Consulting, Inc. (~~File~~“FTI”) Noas its independent compensation consultant. ~~333-179828).~~ FTI ~~The~~provided ~~Company~~the ~~filed~~Compensation ~~prospectus~~Committee ~~supplements,~~with ~~dated~~advisory ~~February 26~~services only with respect to executive compensation, ~~2013~~and worked with management only at the request and ~~February 27,~~under ~~2013,~~the todirection of the ~~prospectus,~~Compensation ~~dated~~Committee. FTI ~~May 15,~~reviewed ~~2012,~~the ~~with~~compensation components for the ~~Securities~~prior year’s program and ~~Exchange~~advised ~~Commission~~the inCompensation ~~connection~~Committee ~~with~~on the ~~offer~~appropriateness ~~and~~of ~~sale~~those components. The Compensation Committee’s approval of the ~~Shares~~2013 program was based on various factors, including, among others, recommendations made by FTI.

~~The~~2013 ~~Company~~Annual ~~and~~Base ~~the~~Salary. For ~~Operating Partnership have engaged in and expect to engage in commercial banking~~2013, ~~investment banking, brokerage and other dealings with one or more of~~ the ~~Sales~~base ~~Agents~~salaries ~~and~~to ~~their~~be ~~affiliates in the ordinary course of business and have~~ paid ~~and expect~~ to ~~pay~~the ~~customary~~Company’s ~~fees~~executive ~~and~~officers ~~commission~~are ~~for~~as ~~their services on those transactions~~follows: Mr. ~~An affiliate of Deutsche Bank Securities,~~ ~~Inc.~~Boekelheide iswill ~~acting~~be aspaid ~~administrative agent~~$400,000; ~~sole~~Mr. Hansen ~~lead~~will ~~arranger~~be ~~and~~paid ~~book-running manager under the credit agreement that governs the Company’s~~ $~~150.0~~400,000; ~~million senior secured revolving credit facility~~Mr. Aniszewski Anwill ~~affiliate~~be ofpaid ~~RBC Capital Markets~~$325,000; ~~LLC~~and ~~serves as syndication agent under the credit agreement~~Mr. Becker ~~The affiliates of these Sales Agents~~ will ~~receive a pro rata portion of any net proceeds from the sale of Shares under the applicable Sales Agent Agreement used to reduce amounts that may~~ be ~~outstanding~~paid ~~from time to time under the~~ $~~150~~325,000.~~0 million senior secured revolving credit facility.~~

2013 Incentive Awards. The ~~foregoing~~Compensation ~~description~~Committee ofapproved incentive awards that provide the ~~Sales~~executive ~~Agent~~officers ~~Agreements~~an isopportunity ~~not~~to ~~complete~~earn ~~and~~additional iscash ~~qualified~~compensation inbased ~~its~~on ~~entirety~~the byachievement ~~reference~~of toa company-specific performance goal and the ~~entire~~executive’s ~~Sales~~achievement ~~Agent~~of ~~Agreements~~individual-specific performance goals. As more fully described below, ~~copies~~incentive ofawards ~~which~~that are ~~attached~~earned ~~hereto~~will asbe ~~Exhibits~~settled 1in cash during the first quarter of 2014.1 The Company will enter into incentive award agreements with each of the executive officers, effective as of March 1.2, ~~1.3~~2013, ~~1.4~~setting ~~and~~forth ~~1.5~~the terms and ~~incorporated~~conditions ~~herein~~of bythe ~~reference~~incentive awards.

InUnder ~~connection~~the ~~with~~incentive award agreements, the ~~filing~~executives ofwill be entitled to cash payments based on the ~~Sales~~extent ~~Agent~~to ~~Agreements,~~which the Company isand ~~filing~~the asexecutives ~~Exhibits~~achieve ~~5.1~~Company-specific and 8individual-specific performance objectives.1 The toCompensation ~~this~~Committee ~~Current~~will ~~Report~~evaluate performance and the incentive award will be earned based on ~~Form 8-K~~the ~~opinions~~Company achieving threshold, target and maximum levels of ~~Venable~~Adjusted ~~LLP,~~Funds ~~its~~from ~~Maryland~~Operations ~~counsel,~~(“AFFO”) per share for 2013 (the “AFFO Component”) and ~~Hunton &~~based ~~Williams~~on ~~LLP,~~the ~~its~~executive ~~tax~~officer ~~counsel,~~achieving ~~respectively~~certain individual-specific performance objectives (the “Individual Performance Component”).

~~Item~~The 9Compensation Committee has determined that the primary component of the overall incentive award for each executive officer will be based on corporate performance as measured by the level of AFFO per share generated by the Company during 2013.01 The executive officers will earn the target payout under the AFFO Component if the Company’s actual 2013 AFFO per share is at least 100% of the budgeted amount of 2012 AFFO. Threshold ~~Financial~~performance ~~Statements~~will be achieved if the Company’s actual 2013 AFFO per share is at least 90% of the budgeted amount of 2013 AFFO, and ~~Exhibits~~maximum performance will be achieved if the Company’s actual 2013 AFFO per share is at least 110% of the budgeted amount of 2013 AFFO. If any transactions occur, the impact of the transaction on actual 2013 AFFO per share will be evaluated by the Compensation Committee and, in the Compensation Committee’s discretion, an appropriate adjustment may be made to the threshold, target and maximum levels of AFFO per share to give effect to the impact of the transaction. No amount will be paid under the AFFO Component if the threshold level of performance is not achieved.

~~(d) Exhibits.~~The following table depicts the payout under the AFFO Component that each executive may earn, measured as a percentage of the executive’s 2013 base salary, and assumes achievement by the Company of the AFFO component at the threshold, target and maximum levels:

Exhibit No.		Description
1.1		At Market Issuance Sales Agreement, dated February 27, 2013, by and among the Company, the Operating Partnership and Robert W. Baird & Co. Incorporated.
1.2		At Market Issuance Sales Agreement, dated February 27, 2013, by and among the Company, the Operating Partnership and Deutsche Bank Securities Inc.
1.3		At Market Issuance Sales Agreement, dated February 27, 2013, by and among the Company, the Operating Partnership and JMP Securities LLC.
1.4		At Market Issuance Sales Agreement, dated February 27, 2013, by and among the Company, the

Amounts Payable Based Upon Achievement of AFFO Component

1(as a Percentage of 2013 Base Salary)

	Operating Partnership and MLV & Co. LLC.
Name	Threshold (90% of budgeted AFFO per share)	Target (100% of budgeted AFFO per share)	Maximum (110% of budgeted AFFO per share)
1.5	At Market Issuance Sales Agreement, dated February 27, 2013, by and among the Company, the Operating Partnership and RBC Capital Markets, LLC.
Kerry W. Boekelheide, Executive Chairman of the Board	75%	125%	175%
5.1	Opinion of Venable LLP, dated February 27, 2013, regarding the legality of the Shares.
Daniel P. Hansen, President and Chief Executive Officer	75%	125%	175%
8.1	Opinion of Hunton & Williams LLP, dated February 27, 2013, regarding certain tax matters.
Craig J. Aniszewski, Chief Operating Officer	33.33%	50%	66.67%
23.1	Consent of Venable LLP (included in Exhibit 5.1 hereto).
Stuart J. Becker, Chief Financial Officer	50%	75%	100%
23.2	Consent of Hunton & Williams LLP (included in Exhibit 8.1 hereto).

2No additional amounts will be paid under the AFFO Component of the incentive award if the Company’s actual 2013 AFFO per share is greater than 110% of the budgeted amount.

~~SIGNATURE~~In addition to the AFFO Component, the Compensation Committee believes that individual performance should play a role in the cash compensation payable to each executive officer. Accordingly, the Compensation Committee has determined that each executive officer will have the opportunity to earn a cash payment based on the executive’s individual performance during 2013, with the maximum amount of the cash payment that may be earned under the Individual Performance Component of the incentive award to be equal to 25% of each executive’s target incentive award under the AFFO Component as indicated in the table above. The amount, if any, earned under the Individual Performance Component will be determined by the Compensation Committee, in its sole discretion, based on the Compensation Committee’s evaluation and assessment of the Participant’s contributions to the Company during 2013.

~~Pursuant~~Except as discussed below, in order to ~~the~~receive ~~requirements~~payment ofunder the ~~Securities~~AFFO ~~Exchange~~Component ~~Act~~or ofthe ~~1934~~Individual Performance Component, an executive officer must be employed by the ~~registrants~~Company ~~have~~on ~~duly~~the ~~caused~~date ~~this~~payment ~~report~~is tomade. The executive officers will be ~~signed~~entitled onto ~~their~~receive ~~behalf~~(i) the bypro rata amount of the ~~undersigned~~AFFO ~~hereunto~~Component, ~~duly~~if ~~authorized.~~any, and (ii) the amount, if any, of the Individual Performance Component the Compensation Committee may determine is earned if

	SUMMIT HOTEL PROPERTIES, INC. (Registrant)
	By:	/s/ Christopher R. Eng
		Christopher R. Eng
Date: February 27, 2013		Vice President, General Counsel and Secretary
	SUMMIT HOTEL OP, LP (Registrant)
	By:	SUMMIT HOTEL GP, LLC, its General Partner
	By:	SUMMIT HOTEL PROPERTIES, INC., its Sole Member
	By:	/s/ Christopher R. Eng
		Christopher R. Eng
Date: February 27, 2013		Vice President, General Counsel and Secretary

3the executive’s employment with the Company terminates or is terminated before December 31, 2013 on account of death or disability or on account of a termination without cause or a voluntary termination for good reason.

~~EXHIBIT~~In addition, no payment will be made under any component of the incentive award until the Compensation Committee determines the amount that has been earned. Any amount determined by the Compensation Committee to be payable under the incentive award will be paid as soon as practicable after the Compensation Committee’s determination of the amount to be paid. The Compensation Committee will make the determination, and the payment, if any, will be made, on or before March ~~INDEX~~15, 2014. Any amount payable under the incentive awards will be paid in a single cash payment, which will be reduced by applicable income and employment tax withholdings.

Exhibit No.		Description
1.1		At Market Issuance Sales Agreement, dated February 27, 2013, by and among the Company, the Operating Partnership and Robert W. Baird & Co. Incorporated.
1.2		At Market Issuance Sales Agreement, dated February 27, 2013, by and among the Company, the Operating Partnership and Deutsche Bank Securities Inc.
1.3		At Market Issuance Sales Agreement, dated February 27, 2013, by and among the Company, the Operating Partnership and JMP Securities LLC.
1.4		At Market Issuance Sales Agreement, dated February 27, 2013, by and among the Company, the Operating Partnership and MLV & Co. LLC.
1.5		At Market Issuance Sales Agreement, dated February 27, 2013, by and among the Company, the Operating Partnership and RBC Capital Markets, LLC.
5.1		Opinion of Venable LLP, dated February 27, 2013, regarding the legality of the Shares.
8.1		Opinion of Hunton & Williams LLP, dated February 27, 2013, regarding certain tax matters.
23.1		Consent of Venable LLP (included in Exhibit 5.1 hereto).
23.2		Consent of Hunton & Williams LLP (included in Exhibit 8.1 hereto).

2013 Equity Incentives: Time-Based Stock Awards. The Compensation Committee approved time-based stock awards under the Company’s 2011 Equity Incentive Plan as follows: Mr. Boekelheide, 23,997 shares; Mr. Hansen, 47,993 shares; Mr. Aniszewski, 10,665 shares; and Mr. Becker, 18,664 shares.

4The shares covered by the time-based stock awards were granted to the executive officers on March 1, 2013. The Company will enter into stock award agreements with the executive officers, effective as of the grant date, setting forth the terms and conditions of the time-based stock awards. The stock award agreements will provide for vesting over a three year period as follows: 25% of the shares covered by award vest on February 28, 2014; 25% of the shares covered by the award vest on February 28, 2015; and 50% of the shares covered by the time-based stock award vest on February 28, 2016.

Except as described below, no shares of common stock covered by a time-based stock award will vest unless the executive remains in the continuous employ of the Company from the date of grant until the applicable vesting date. However, all of the shares of common stock covered by a time-based stock award (if not sooner vested) will vest on a “control change date” (as defined in the 2011 Equity Incentive Plan) if the executive remains in the continuous employ of the Company from the date of grant until the control change date. In addition, all of the shares of common stock covered by a time-based stock award (if not sooner vested), will vest on the date that the executive’s employment with the Company ends on account of death or disability or on account of a termination without cause or a voluntary termination for good reason.

2013 Equity Incentives: Performance-Based Stock Awards. In addition, the Compensation Committee approved performance-based stock awards under the Company’s 2011 Plan as follows: Mr. Boekelheide, 42,660 shares; Mr. Hansen, 85,321 shares; Mr. Aniszewski, 18,664 shares; and Mr. Becker, 31,995 shares.

The shares of common stock covered by the performance-based stock awards were granted to the executive officers on March 1, 2013. The Company will enter into stock award agreements with the executive officers setting forth the terms and conditions of the performance-based stock awards. The stock award agreements provide for vesting based on the attainment of certain performance goals. Pursuant to each stock award agreement:

· one-third of the shares of common stock covered by a performance-based stock award will vest on January 1, 2014 if the Company’s total stockholder return (“TSR”) for the one-year period commencing January 1, 2013 and ending December 31, 2013 equals or exceeds the return for the SNL U.S. Lodging REIT Index (the “Index”) for the comparable period;

· one-third of the shares of common stock covered by a performance-based stock award will vest on January 1, 2015 if the Company’s TSR for the one-year period commencing January 1, 2014 and ending December 31, 2014 equals or exceeds the return for the Index for the comparable period;

· one-third of the shares of common stock covered by a performance-based stock award will vest on January 1, 2016 if the Company’s TSR for the one-year period commencing January 1, 2015 and ending December 31, 2015 equals or exceeds the return for the Index for the comparable period;

· two-thirds of the shares of common stock covered by a performance-based stock award (reduced by the number of shares that have already vested) will vest on January 1, 2015 if the Company’s two-year cumulative TSR for the two-year period commencing January 1, 2013 and ending December 31, 2015 equals or exceeds the total return for the Index for the comparable period;

· all of the shares of common stock covered by a performance-based stock award (reduced by the number of shares that have already vested) will vest on January 1, 2016 if the Company’s three-year cumulative TSR for the three-year period commencing January 1, 2013 and ending December 31, 2015 equals or exceeds the total return for the Index for the comparable period;

· in the event of a Change in Control (as defined in the 2011 Equity Incentive Plan), all of the shares of common stock covered by a performance-based stock award (reduced by the number of shares that have already vested) will vest on the control change date if the Company’s TSR (based on the change in control price) for the period that begins on January 1st of the year in which the control change date occurs and ends on the control change date equals or exceeds the total return for the comparable period; and

· all of the shares of common stock covered by a performance-based stock award (reduced by the number of shares that have already vested) will vest on the date that the executive’s employment is terminated on account of the executive’s death, disability, termination without cause or voluntary termination for good

reason.

No shares of common stock covered by a performance-based stock award will vest unless the executive remains in the continuous employ of the Company from the date of grant until the date the shares vest as described above, including termination of the executive’s employment with the Company on account of the executive’s death or disability or on account of a termination without cause or a voluntary termination for good reason.

Prior to vesting, any cash dividends on the non-vested shares will be accumulated but will not be paid to the executive during the applicable performance period. Any accumulated and unpaid cash dividends on the shares of common stock covered by a performance-based stock award will be paid to the executive on the date the shares have vested in accordance with the stock award agreement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	SUMMIT HOTEL PROPERTIES, INC.
	(Registrant)
	By:	/s/ Christopher R. Eng
		Christopher R. Eng
Date: March 7, 2013		Vice President, General Counsel and Secretary

	SUMMIT HOTEL OP, LP
	(Registrant)
	By:	SUMMIT HOTEL GP, LLC,
		its General Partner
	By:	SUMMIT HOTEL PROPERTIES, INC.,
		its Sole Member
	By:	/s/ Christopher R. Eng
		Christopher R. Eng
Date: March 7, 2013		Vice President, General Counsel and Secretary

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