Sec Form 5 Filing - Sims Christopher @ MHI Hospitality CORP - 2005-12-31

FORM 5 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 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sims Christopher 2. Issuer Name and Ticker or Trading Symbol MHI Hospitality CORP [ MDH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 6411 LVY LANE, SUITE 570 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2005 (Street) GREENBELT, MD20770 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Operating Partnerhip Units ( 1 ) ( 4 ) 07/22/2005 A 23,849 07/22/2006( 2 ) ( 3 ) Common Stock 23,849 ( 4 ) 629,318 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sims Christopher 6411 LVY LANE, SUITE 570 GREENBELT, MD20770 X Signatures /s/ Sims Christopher L. 02/02/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Operating Partnership Units in MHI Hospitality, L.P., MHI Hospitality Corporation's operating subsidiary. ( 2 )Holders of operating partnership units of MHI Hospitality, L.P. may not exercise the right to have such units redeemed prior to the one year anniversary of the issuance of the units without prior approval of the board of directors. 605,166 units were issued in connection with the issuer's initial public offering on December 21, 2004. The remaining units were transferred to an entity in which the reporting person has a direct interest as consideration to complete the acquisition of the Hilton Jacksonville Riverfront Hotel on July 22, 2005. None of the units have been redeemed. ( 3 )There is no expiration date to the redemption right. ( 4 )MHI Hospitality, L.P. is required to redeem the operating partnership units in exchange for cash, or at MHI Hospitality's option, shares of MHI Hospitality Corporation's common stock. The cash redemption amount per unit is based on the market priced of the common stock at the time of redemption.

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).

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