FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Richmond Hill Investment Co., LP
2. Issuer Name and Ticker or Trading Symbol

MHI Hospitality CORP [ MDH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Member of Group Owning 10%
(Last)          (First)          (Middle)

375 HUDSON STREET,, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

6/18/2012
(Street)

NEW YORK, NY 10014
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Series A Cumulative Redeemable Preferred Stock   6/18/2012     J (8)    921.088   D $1067.89   1117.32   (9) D   (1) (2) (3)  
Series A Cumulative Redeemable Preferred Stock                  1117.32   (9) I   See Footnotes   (1) (2) (3) (4) (5) (6) (7)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The Reporting Persons listed on this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 shall not be deemed to be an admission that the Reporting Persons are members of such a group.
( 2)  The Reporting Persons listed on this Form 4 may be deemed members of a group with Essex Illiquid, LLC and certain of its affiliates (collectively, the "Essex Entities"), which are separately filing a Form 4 with respect to equity securities of the Issuer on the date hereof. The filing of this Form 4 shall not be deemed to be an admission that the Reporting Persons are members of such a group with any of the Essex Entities and the Reporting Persons disclaim beneficial ownership of any securities beneficially owned by the Essex Entities.
( 3)  The amount of securities shown in this row is owned directly by Richmond Hill Capital Partners, LP (the "Fund").
( 4)  As the general partner of the Fund, Richmond Hill Advisors, LLC (the "General Partner") may be deemed to be a beneficial owner of the Issuer's securities held by the Fund. The General Partner disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Fund.
( 5)  As the investment manager of the Fund, Richmond Hill Investment Co., LP (the "Investment Manager") may be deemed to be a beneficial owner of the Issuer's securities held by the Fund. The Investment Manager disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of its pecuniary interest, if any.
( 6)  As the general partner of the Investment Manager, Richmond Hill Capital Management, LLC (the "Investment Manager GP") may be deemed to be a beneficial owner of the Issuer's securities held by the Fund. The Investment Manager GP disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Exchange Act or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Investment Manager.
( 7)  Ryan P. Taylor (the "Individual Reporting Person"), as the sole member of each of the General Partner and the Investment Manager GP, may be deemed to be a beneficial owner of the Issuer's securities held by the Fund. The Individual Reporting Person disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of his pecuniary interest, if any.
( 8)  Redemption by issuer.
( 9)  Includes dividends paid in kind.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Richmond Hill Investment Co., LP
375 HUDSON STREET,
12TH FLOOR
NEW YORK, NY 10014



Member of Group Owning 10%
Richmond Hill Capital Partners, LP
375 HUDSON STREET,
12TH FLOOR
NEW YORK, NY 10014



Member of Group Owning 10%
Richmond Hill Advisors, LLC
375 HUDSON STREET,
12TH FLOOR
NEW YORK, NY 10014



Member of Group Owning 10%
Richmond Hill Capital Management, LLC
375 HUDSON STREET,
12TH FLOOR
NEW YORK, NY 10014



Member of Group Owning 10%
Taylor Ryan P.
375 HUDSON STREET,
12TH FLOOR
NEW YORK, NY 10014



Member of Group Owning 10%

Signatures
/s/ Ryan P. Taylor, as authorized signatory for Richmond Hill Investment Co., LP 6/20/2012
** Signature of Reporting Person Date

/s/ Ryan P. Taylor, as authorized signatory for Richmond Hill Capital Partners, LP 6/20/2012
** Signature of Reporting Person Date

/s/ Ryan P. Taylor, as authorized signatory for Richmond Hill Advisors, LLC 6/20/2012
** Signature of Reporting Person Date

/s/ Ryan P. Taylor, as authorized signatory for Richmond Hill Capital Management, LLC 6/20/2012
** Signature of Reporting Person Date

/s/ Ryan P. Taylor 6/20/2012
** 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 4(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 control number.
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