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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)*
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RLJ Lodging Trust (Name of Issuer) |
$1.95 Series A Cumulative Convertible Preferred Shares, par value $0.01 per share (Title of Class of Securities) |
74965L200 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 74965L200 |
| 1 | Names of Reporting Persons
Infrastructure Capital Advisors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13G
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| CUSIP No. | 74965L200 |
| 1 | Names of Reporting Persons
Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,534,120.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
12.31 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IV, OO |
SCHEDULE 13G
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| CUSIP No. | 74965L200 |
| 1 | Names of Reporting Persons
Jay Hatfield | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| CUSIP No. | 74965L200 |
| 1 | Names of Reporting Persons
InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
51,074.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.40 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IV, OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
RLJ Lodging Trust | |
| (b) | Address of issuer's principal executive offices:
7373 WISCONSIN AVE, SUITE 1500, BETHESDA, MD, 20814 | |
| Item 2. | ||
| (a) | Name of person filing:
Infrastructure Capital Advisors, LLC
Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I
Jay Hatfield
InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust | |
| (b) | Address or principal business office or, if none, residence:
Infrastructure Capital Advisors, LLC
1325 AVENUE OF THE AMERICAS, 28TH FLOOR, NEW YORK, NY, 10019
Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I
1325 AVENUE OF THE AMERICAS, 28TH FLOOR, NEW YORK, NY, 10019
Jay Hatfield
1325 AVENUE OF THE AMERICAS, 28TH FLOOR, NEW YORK, NY, 10019
InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust
1325 AVENUE OF THE AMERICAS, 28TH FLOOR, NEW YORK, NY, 10019 | |
| (c) | Citizenship:
Infrastructure Capital Advisors, LLC - New York
Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I - Delaware
Jay Hatfield - United States
InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust - Delaware | |
| (d) | Title of class of securities:
$1.95 Series A Cumulative Convertible Preferred Shares, par value $0.01 per share | |
| (e) | CUSIP No.:
74965L200 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Infrastructure Capital Advisors, LLC - 0
Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I - 1,534,120
Jay Hatfield - 0
InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust - 51,074 | |
| (b) | Percent of class:
Infrastructure Capital Advisors, LLC - 0.0%
Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I - 12.31%
Jay Hatfield - 0.0%
InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust - 0.40% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Infrastructure Capital Advisors, LLC - 0
Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I - 0
Jay Hatfield - 0
InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Infrastructure Capital Advisors, LLC - 0
Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I - 1,534,120
Jay Hatfield - 0
InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust - 51,074 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Infrastructure Capital Advisors, LLC - 0
Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I - 0
Jay Hatfield - 0
InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Infrastructure Capital Advisors, LLC - 0
Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I - 1,534,120
Jay Hatfield - 0
InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust - 51,074 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the shares of $1.95 Series A Cumulative Convertible Preferred Shares, par value $0.01 per share reported in this Schedule 13G are held in the accounts of Infrastructure Capital Advisors, LLC's clients, none of which, other than Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I, individually owns more than 5% of the $1.95 Series A Cumulative Convertible Preferred Shares, par value $0.01 per share. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing 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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit Information
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Exhibit A - Joint Filing Agreement |
Exhibit A
JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13G Amendment No. 5 dated August 14, 2025 relating to the $1.95 Series A Cumulative Convertible Preferred Shares, par value $0.01 per share, of RLJ Lodging Trust shall be filed on behalf of the undersigned.
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INFRASTRUCTURE CAPITAL ADVISORS, LLC
By: /s/ Samuel Caffrey-Agoglia | |
| Name: Samuel Caffrey-Agoglia | |
| Title: General Counsel and Chief Compliance Officer |
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VIRTUS INFRACAP U.S. PREFERRED STOCK ETF, A SERIES OF ETFIS SERIES TRUST I
By: /s/ Samuel Caffrey-Agoglia | |
| Name: Samuel Caffrey-Agoglia | |
| Title: General Counsel and Chief Compliance Officer |
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JAY HATFIELD
By: /s/ Jay Hatfield |
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INFRACAP EQUITY INCOME FUND ETF, A SERIES OF SERIES PORTFOLIOS TRUST
By: /s/ Samuel Caffrey-Agoglia | |
| Name: Samuel Caffrey-Agoglia | |
| Title: General Counsel and Chief Compliance Officer |