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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GELLER LAURENCE S 200 WEST MADISON STREET SUITE 1700 CHICAGO, IL 60606 |
X | President and CEO |
By: /s/ Paula C. Maggio as Attorney-in-Fact | 01/03/2008 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Common stock in the form of restricted stock units under the 2004 Incentive Plan payable solely in stock and subject to the terms and conditions of the 2004 Incentive Plan and the grant document implementing the provisions of the amended and restated employment agreement dated as of September 7, 2006 between Laurence Geller and Strategic Hotels & Resorts, Inc. ("Geller Employment Agreement"). The number of restricted stock units earned on December 31, 2007 as performance shares under the Geller Employment Agreement is based 33% on relative total shareholder return and 67% on achievement of budgeted FFO. |
(2) | Because FFO for 2007 has not yet been determined, the number set forth as acquired is the number earned based on achievement of relative total shareholder return plus reinvested dividend equivalent units (15,887) and the maximum possible number that could be earned under the Geller Employment Agreement for the FFO portion of the performance award for 2007 performance plus reinvested dividend equivalent units (41,576). An amended Form 4 will be filed after FFO for 2007 has been determined if the FFO portion of the performance award is less than the maximum. |