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^*

FARALLON CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAPITALSOURCE INC [ CSE ]

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

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
Common Stock, par value $0.01 per share								8,809,096	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock, par value $0.01 per share	03/23/2009		S		943,629	D	$1.45	0	D⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾
Common Stock, par value $0.01 per share								2,243,768	D⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾
Common Stock, par value $0.01 per share								9,208	D⁽¹⁾⁽²⁾⁽³⁾⁽⁷⁾
Common Stock, par value $0.01 per share								15,309	D⁽¹⁾⁽²⁾⁽³⁾⁽⁸⁾
Common Stock, par value $0.01 per share	03/23/2009		S		9,730	D	$1.45	0	D⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾
Common Stock, par value $0.01 per share								2,073,871	D⁽¹⁾⁽²⁾⁽³⁾⁽¹⁰⁾
Common Stock, par value $0.01 per share								13,151,252	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽¹¹⁾⁽¹²⁾
Common Stock, par value $0.01 per share								15,940,752	D⁽¹⁾⁽²⁾⁽³⁾⁽¹³⁾
Common Stock, par value $0.01 per share								15,940,752	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽¹⁴⁾
Common Stock, par value $0.01 per share	03/23/2009		S		2,283,642	D	$1.45	19,226,968	I	See Foonotes⁽¹⁾⁽²⁾⁽³⁾⁽¹⁵⁾⁽¹⁶⁾
Common Stock, par value $0.01 per share								32,378,220	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽²⁰⁾
Common Stock, par value $0.01 per share								12,376	D⁽¹⁾⁽²⁾⁽³⁾⁽²¹⁾
Common Stock, par value $0.01 per share	03/23/2009		S		2,936,365	D	$1.45	0	D⁽¹⁾⁽²⁾⁽³⁾⁽²²⁾⁽²⁵⁾
Common Stock, par value $0.01 per share	03/23/2009		S		2,948,004	D	$1.45	0	D⁽¹⁾⁽²⁾⁽³⁾⁽²³⁾⁽²⁵⁾
Common Stock, par value $0.01 per share	03/23/2009		S		770,684	D	$1.45	0	D⁽¹⁾⁽²⁾⁽³⁾⁽²⁴⁾⁽²⁵⁾

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)

1. Name and Address of Reporting Person^*

FARALLON CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

Farallon Capital Offshore Investors II, L.P.

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

DUHAMEL WILLIAM F

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

FREMDER ANDREW B

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Member of Group Owning 10%

1. Name and Address of Reporting Person^*

FRIED RICHARD B

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

Hirsch Daniel J.

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

LANDRY MONICA R

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

MacMahon Douglas M

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.,

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

MELLIN WILLIAM F

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

Explanation of Responses:

1. The entities and individuals identified in the footnotes of 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 such entities and individuals are members of such group.

2. Since the number of reporting persons that may be listed on a Form 4 is limited, the entities and individuals listed in the footnotes of this Form 4 that are not reporting persons on this Form 4 are filing two additional Form 4s on the same date as the filing of this Form 4 as reporting persons with respect to the securities described in this Form 4 (the "Parallel Form 4s"). Information regarding these entities and individuals is included on this Form 4 for purposes of clarification and convenience only, and is duplicative of the information reported in the Parallel Form 4s.

3. Of the shares of common stock (the "Shares") of the Issuer reported in this Form 4, 32,378,220 Shares are owned directly by Farallon Capital Partners, L.P. ("FCP"), RR Capital Partners, L.P. ("RR"), Farallon CS Institutional Finance II, L.P. ("FCSLP"), Farallon Capital Institutional Partners, L.P. ("FCIP"), Farallon Capital Institutional Partners II, L.P. ("FCIP II"), Farallon Capital Institutional Partners III, L.P. ("FCIP III"), Tinicum Partners, L.P. ("Tinicum") and Farallon Capital Offshore Investors II, L.P. ("FCOI II") (collectively, the "Farallon Funds") and by the Managed Accounts (as defined below) managed by Farallon Capital Management, L.L.C. ("FCMLLC"). In addition, 12,376 Shares are owned directly by the Senior Managing Member (as defined below).

4. The amount of securities shown in this row is owned directly by FCP.

5. The amount of securities shown in this row is owned directly by RR.

6. The amount of securities shown in this row is owned directly by FCIP.

7. The amount of securities shown in this row is owned directly by FCIP II.

8. The amount of securities shown in this row is owned directly by FCIP III.

9. The amount of securities shown in this row is owned directly by Tinicum.

10. The amount of securities shown in this row is owned directly by FCOI II.

11. The amount of securities shown in this row is owned directly by FCP, RR, FCIP, FCIP II, FCIP III, Tinicum and FCOI II as set forth in footnotes (4) through (10) of this Form 4.

12. As the general partner of each of the Farallon Funds other than FCSLP, FPLLC may be deemed to be the beneficial owner of the Issuer's securities held by each of the Farallon Funds other than FCSLP. FPLLC 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 "'34 Act"), or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, each of the Farallon Funds other than FCSLP.

13. The amount of securities shown in this row is owned directly by FCSLP.

14. The amount of securities shown in this row is owned directly by FCSLP. As the general partner to FCSLP, Farallon CS Institutional Finance, L.L.C. ("FCSLLC") may be deemed to be the beneficial owner of the Issuer's securities held by FCSLP. FCSLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the '34 Act or otherwise, except as to securities representing FCSLLC's proportionate interest in FCSLP.

15. Of the total amount of securities shown in Column 5, 15,940,752 Shares are owned directly by FCSLP and 3,286,216 Shares are owned directly by one or more discretionary accounts (the "Managed Accounts") managed by FCMLLC. FCMLLC, as the registered investment adviser to the Managed Accounts, may be deemed to be the beneficial owner of the Issuer's securities held by the Managed Accounts. As the registered investment adviser to FCSLLC (the general partner to FCSLP), FCMLLC may be deemed to be the beneficial owner of the Issuer's securities beneficially owned by FCSLLC.

16. FCMLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 under the '34 Act or otherwise, except to the extent of its pecuniary interest, if any.

17. The amount of securities shown in this row is owned directly by either the Farallon Funds or the Managed Accounts. Each of William F. Duhamel, Richard B. Fried, Daniel J. Hirsch, Monica R. Landry, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Andrew J. M. Spokes, Richard H. Voon and Mark C. Wehrly (collectively, the "Managing Members") and Thomas F. Steyer (the "Senior Managing Member"), as either a Managing Member or a Senior Managing Member, with the power to exercise investment discretion, of FPLLC and FCMLLC, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Farallon Funds as referenced in footnotes (4) to (10) and (13) of this Form 4 and by the Managed Accounts as referenced in footnote (15) of this Form 4.

18. If Andrew Fremder ("Fremder") and the entities and other individuals identified in this Form 4 were deemed members of a group holding equity securities of the Issuer, all of such entities and persons would be deemed to beneficially own the 32,390,596 Shares of common stock of the Issuer reported on this Table I. Fremder and the entities and other individuals filing this Form 4 expressly disclaim that they are members of any such group and expressly disclaim beneficial ownership for purposes of Section 16 of the '34 Act or otherwise of any Shares which would arise through membership in any such group.

19. The Managing Members, the Senior Managing Member and Fremder disclaim any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of their pecuniary interest, if any; provided that the Senior Managing Member does not disclaim beneficial ownership of the 12,376 Shares he owns directly.

20. This Form 4 does not include information with respect to any derivative securities previously received as director compensation by the Senior Managing Member or Fremder.

21. The amount of securities in this row is owned directly by the Senior Managing Member. The Senior Managing Member acquired such shares as a distribution with respect to his vested restricted stock units in connection with his resignation from the Issuer's Board of Directors.

22. The amount of securities shown in this row is owned directly by Farallon FCP, Ltd. (the "FCP Trust").

23. The amount of securities shown in this row is owned directly by Farallon FCIP, Ltd. (the "FCIP Trust").

24. The amount of securities shown in this row is owned directly by Farallon FCOI II, Ltd. (the "FCOI II Trust" and, together with the FCP Trust and the FCIP Trust, the "Farallon Trusts").

25. FPLLC is a trustee of each of the Farallon Trusts. FPLLC has no direct or indirect pecuniary interest in the securities held by the Farallon Trusts.

	/s/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of Farallon Capital Management, L.L.C. and Farallon Capital Offshore Investors II, L.P.	03/25/2009
	/s/ Monica R. Landry for herself and as attorney-in-fact and/or authorized signer for each of William F. Duhamel, Andrew B. Fremder, Richard B. Fried, Daniel J. Hirsch, Douglas M. MacMahon and William F. Mellin.	03/25/2009
	.	03/25/2009
	.	03/25/2009
	.	03/25/2009
	.	03/25/2009
	.	03/25/2009
	.	03/25/2009
	.	03/25/2009
	** 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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