SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* WINSTON ROBERT W III (Last) (First) (Middle) 2626 GLENWOOD AVENUE SUITE 200 (Street) RALEIGH NC 27608 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol WINSTON HOTELS INC [ WXH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Director and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 06/15/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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. 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	06/15/2007		G	V	34,000	D	$0.00	917,944	D
Common Stock	07/01/2007		D		917,944	D	$15(1)	0	D
Common Stock	07/01/2007		D		13,333	D	$15(1)	0	I	1/3 Owner of CMWA L.L.P.(2)

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 (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
WINN common unit	(3)	06/15/2007		G(4)(5)	V		19,540	(3)	12/31/2050	Common Stock	19,540	$0.00(4)	999,984	I	Cary Suites, Inc.(6)
WINN common unit	(3)	06/15/2007		G(5)(7)	V		33,780	(3)	12/31/2050	Common Stock	33,780	$0.00(6)(7)	966,204	I	Cary Suites, Inc.(6)
WINN common unit	(3)	07/01/2007		D(5)			966,204	(3)	12/31/2050	Common Stock	966,204	$15(6)	0	I	Cary Suites, Inc(6)

Explanation of Responses:

1. Disposed of for $15.00 in cash pursuant to a merger agreement by and among Winston Hotels, Inc., WINN Limited Partnership, Inland American Real Estate Trust, Inc. and Inland American Acquisition (Winston), LLC (the "Merger Agreement").

2. On December 2006, Mr. Charles M. Winston gifted 33.33% of the ownership interst in Charles M. Winston Associates, L.L.P. ("CMWA L.L.P.") to reporting person. CMWA L.L.P. owns 40,000 shares of common stock of the registrant.

3. Of the 1,019,524 WINN common units held by Cary Suites, Inc., 297,500 WINN common units were first redeemable on 6/2/1995 and 722,024 were first redeemable as of 2/18/1998. WINN common units are redeemable for shares of the issuer's common stock on a one-for-one basis or, at the election of the issuer, cash equal to the fair market value of such shares.

4. Robert W. Winston III gifted a portion of his interest in Cary Suites, Inc. equal to 19,540 WINN common units to various foundations.

5. This transaction has also been disclosed on a Form 4 filed on 7/2/2007 by Charles M. Winston. See Note 6.

6. Pursuant to General Instruction 4(b) (iv) of Form 4, the reporting person disclosed all units of limited partnership interest in WINN Limited Partnership ("WINN common units") owned by Cary Suites, Inc ("CSI") as being beneficially owned by the reporting person. As of 6/30/07, CSI owned 1,019,524 WINN common units. Robert W. Winston, III served as sole officer and director of CSI and as such, had voting and dispositive power over these WINN common units. As of 6/15/2007, CSI was owned 29.1% by Robert W. Winston, III, 20.8% by his wife, III, 31.5% by Charles M. Winston, the father of Robert W. Winston, III, and his wife, 17.9% by trusts for the benefit of the children of Robert Winston, and 0.7% by the sister of Robert Winston. Robert Winston disclaims a pecuniary interest in these WINN common units, except to the extent of his and his wife's pro rata interest in CSI. Pursuant to the Merger Agreement, CSI received $15.00 per WINN common unit upon consummation of the merger.

7. Represents a gift made by Charles M. Winston of a portion of his interest in Cary Suites, Inc. equal to 33,780 WINN common units.

Remarks:

	/s/ Robert W. Winston III	07/01/2007
	** 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.