SEC FORM 4

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

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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^*

RYDER THOMAS O

(Last)

(First)

(Middle)

C/O STARWOOD HOTELS & RESORTS WORLDWIDE,

1111 WESTCHESTER AVENUE

(Street)

WHITE PLAINS

10604

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STARWOOD HOTEL & RESORTS WORLDWIDE INC [ HOT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽¹⁾	12/31/2010		A⁽²⁾		541		⁽³⁾	⁽³⁾	Common Stock	541	⁽⁴⁾	19,267⁽⁵⁾	D
Restricted Stock Units⁽⁶⁾	⁽⁷⁾							02/26/2013	⁽⁸⁾	Common Stock	1,635		1,635	D
Restricted Stock Units⁽⁶⁾	⁽⁷⁾							02/27/2012	⁽⁸⁾	Common Stock	4,392		4,392	D
Restricted Stock Units⁽⁵⁾	⁽⁷⁾							02/28/2011	⁽⁸⁾	Common Stock	1,029		1,029	D

Explanation of Responses:

1. Phantom Stock is convertible into Common Stock.

2. Pursuant to Starwood?s Long-Term Incentive Compensation Plan, directors? fees are accrued quarterly at the end of each quarter.

3. Directors will receive Common Stock upon termination of service on the Board of Directors.

4. Not Applicable.

5. With this filing the Reporting Person is changing the manner in which Restricted Stock Units are reported. In order to reflect this change for a grant of Restricted Stock Units previously reported that was granted on February 28, 2008, and which is still outstanding, and had been reported as Phantom Stock, the Reporting Person is reducing the number of shares in column 9 of Table II by the aggregate amount of such outstanding units and disclosing such units as Restricted Stock Units instead.

6. Restricted Stock Units granted on February 27, 2009 and February 26, 2010 were previously reported as Phantom Stock. With this filing, the Reporting Person is changing the manner in which Restricted Stock Units are reported.

7. Restricted Stock Units are convertible into Common Stock.

8. Restricted Stock Units are converted into Common Stock on the third anniversary of the grant date or the date the Reporting Person ceases to be a director.

	Kristen Prohl, Attorney-in-Fact	01/04/2011
	** 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).
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