FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
STRATEGIC HOTEL CAPITAL INC [ SLH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/29/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
Common Stock | 06/29/2004 | J(3) | 100 | D | $0.01 | 0 | I | See Footnotes(1)(2)(3)(4) | ||
Common Stock | 06/29/2004 | C(6) | 4,879,178 | A | $0 | 4,879,178 | I | See Footnotes(4)(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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 | ||||||||
Strategic Hotel Funding, LLC Units (right to acquire) | (7) | 06/29/2004 | J(6) | 19,111,846 | (7) | (7) | Strategic Hotel Capital, Inc. Common Stock | 19,111,846 | (6)(7) | 19,111,846 | I | See Footnotes(4)(6) | |||
Strategic Hotel Funding, LLC Units (right to acquire) | (7) | 06/29/2004 | J(6) | 6,984,388 | (7) | (7) | Strategic Hotel Capital, Inc. Common Stock | 6,984,388 | (6)(7) | 12,127,458 | I | See Footnotes(4)(6) | |||
Strategic Hotel Funding, LLC Units (right to acquire) | (7) | 06/29/2004 | C(6) | 4,879,178 | (7) | (7) | Strategic Hotel Capital, Inc. Common Stock | 4,879,178 | (6)(7) | 7,248,280 | I | See Footnotes(4)(6)(8) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This statement is being filed by WHSHC, L.L.C. (WHSHC LLC), W9/WHSHC, L.L.C. I (W9 LLC), Whitehall Street Real Estate Limited Partnership, VII (Whitehall Real Estate VII), Whitehall Street Real Estate Limited Partnership, IX (Whitehall Real Estate IX), Bridge Street Fund 1997, L.P. (Bridge 1997), Stone Street Fund 1997, L.P. (Stone 1997), Bridge Street Real Estate Fund 1997, L.P. (Bridge Real Estate 1997), Stone Street Real Estate Fund 1997, L.P. (Stone Real Estate 1997), Stone Street WHSHC Corporation (Stone Street Corp.), Bridge Street Real Estate Fund 1998, L.P. (Bridge Real Estate 1998), Stone Street Real Estate Fund 1998, L.P. (Stone Real Estate 1998), Stone Street W9/WHSHC Corp. (Stone W9 Corp.), WH Advisors, L.L.C., VII (WH Advisors VII), Stone Street 1997, L.L.C. (Stone 1997 LLC), Stone Street 1997 Realty, L.L.C. (Stone 1997 Realty), WH Advisors, L.L.C., IX (WH Advisors IX), (continued in footnote 2), |
2. Stone Street 1998 Realty, L.L.C. (Stone 1998 Realty) and The Goldman Sachs Group, Inc. ("GS Group", together with WHSHC LLC, W9 LLC, Whitehall Real Estate VII, Whitehall Real Estate IX, Bridge 1997, Stone 1997, Bridge Real Estate 1997, Stone Real Estate 1997, Stone Street Corp., Bridge Real Estate 1998, Stone Real Estate 1998, Stone W9 Corp., WH Advisors VII, Stone 1997 LLC, Stone 1997 Realty, WH Advisors IX and Stone 1998 Realty, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. |
3. In connection with the initial public offering of Strategic Hotel Capital, Inc. ("SHC") common stock, par value $0.01 per share ("Common Stock"), which was consummated on June 29, 2004, SHC repurchased 100 shares of Common Stock at par value from Strategic Hotel Capital, L.L.C. ("SHC LLC"). SHC LLC beneficially owned directly the 100 shares of Common Stock. |
4. SHC LLC is controlled in part by WHSHC LLC and W9 LLC. The members of WHSHC LLC are, Whitehall Real Estate VII, Bridge 1997, Stone 1997, Bridge Real Estate 1997, Stone Real Estate 1997 and Stone Street Corp. The members of W9 LLC are Bridge 1997, Stone 1997, Stone Street Corp., Whitehall Real Estate IX, Stone Real Estate 1998, Bridge Real Estate 1998 and Stone W9 Corp. WH Advisors VII is the general partner of Whitehall Real Estate VII, Stone 1997 LLC is the general partner of Bridge 1997 and Stone 1997, Stone 1997 Realty is the general partner of Bridge Real Estate 1997 and Stone Real Estate 1997, WH Advisors IX is the general partner of Whitehall Real Estate IX, Stone 1998 Realty is the general partner of Bridge Real Estate 1998 and Stone Real Estate 1998. The Reporting Persons each disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
5. The Reporting Persons, other than WHSHC LLC and W9 LLC may be deemed to beneficially own indirectly 4,879,178 shares of Common Stock by reason of WHSHC LLC and W9 LLC direct ownership of such shares. WHSHC LLC beneficially owns directly 2,521,862 shares of Common Stock and W9 LLC beneficially owns directly 2,357,316 shares of Common Stock. |
6. In connection with the transactions described under the caption "Formation and Structuring Transactions" in SHC's Common Stock prospectus dated June 23, 2004 (File No. 333-112846), Strategic Hotel Funding, L.L.C. ("SHC Funding") issued 14,005,295 membership units to SHC LLC and 5,106,551 membership units to Strategic Hotel Capital Limited Partnership ("SHC LP"), in exchange for interests in property-owning entities. The SHC Funding membership units are exchangeable for shares of Common Stock. SHC LLC is the general partner of SHC LP. SHC LLC distributed, in aggregate, 11,863,566 SHC Funding membership units to its equity owners, which include WHSHC LLC and W9 LLC, on a pro rata basis for no consideration. Pursuant to that distribution, WHSHC LLC received 2,521,862 SHC Funding membership units which it exchanged for an equal amount of Common Stock and W9 LLC received 2,357,316 SHC Funding membership units which it exchanged for an equal amount of Common Stock. |
7. Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value or an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible at various times through June 29, 2005. There is no expiration date. |
8. The Reporting Persons may be deemed to beneficially own indirectly 7,248,280 SHC Funding membership units by reason of (i) SHC LLC direct ownership of 2,141,729 SHC Funding membership units and (ii) SHC LP direct ownership of 5,106,551 SHC Funding membership units. SHC LLC is the general partner of SHC LP. |
s/ Ted Chang, Attorney-in-fact | 07/01/2004 | |
s/ Ted Chang, Attorney-in-fact | 07/01/2004 | |
s/ Ted Chang, Attorney-in-fact | 07/01/2004 | |
s/ Ted Chang, Attorney-in-fact | 07/01/2004 | |
s/ Ted Chang, Attorney-in-fact | 07/01/2004 | |
s/ Ted Chang, Attorney-in-fact | 07/01/2004 | |
s/ Ted Chang, Attorney-in-fact | 07/01/2004 | |
s/ Ted Chang, Attorney-in-fact | 07/01/2004 | |
s/ Ted Chang, Attorney-in-fact | 07/01/2004 | |
s/ Ted Chang, Attorney-in-fact | 07/01/2004 | |
** 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 Number. |