UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Sunstone Hotel Investors, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
867892101
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 867892101
1. Names of Reporting Persons.
JHL Capital Group LLC
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 4,600,000
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 4,600,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,600,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
3.88%
12. Type of Reporting Person
OO
CUSIP No. 867892101
1. Names of Reporting Persons.
JHL Capital Group Master Fund L.P.
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Cayman Islands
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 4,600,000
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 4,600,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,600,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
3.88%
12. Type of Reporting Person
PN
CUSIP No. 867892101
1. Names of Reporting Persons.
JHL Capital Group Master Fund GP Ltd.
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Cayman Islands
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 0
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
X (See Item 4)
11. Percent of Class Represented by Amount in Row (9)
0.00%
12. Type of Reporting Person
CO
CUSIP No. 867892101
1. Names of Reporting Persons.
James H. Litinsky
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 0
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
X (See Item 4)
11. Percent of Class Represented by Amount in Row (9)
0.00%
12. Type of Reporting Person
IN
Item 1. (a) Name of Issuer: Sunstone Hotel Investors, Inc.
(b) Address of Issuer's Principal Executive Offices:
120 Vantis, Suite 350
Aliso Viejo, California 92656
United States
Item 2. (a) Name of Person Filing:
The reporting persons are:
(i) JHL Capital Group LLC ("JHL Capital Group");
(ii) JHL Capital Group Master Fund L.P. ("Master Fund");
(iii) JHL Capital Group Master Fund GP Ltd. ("Master Fund GP"); and
(iv) James H. Litinsky ("Mr. Litinsky").
(b) Address of Principal Business Office, or, if None, Residence:
The address for JHL Capital Group and Mr. Litinsky is 900
N. Michigan Avenue, Suite 1340, Chicago, IL 60611. The
address for the Master Fund and the Master Fund GP is P.O. Box
309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.
(c) Citizenship:
JHL Capital Group is a limited liability company formed under the
laws of the State of Delaware. Master Fund is a limited partnership
formed under the laws of the Cayman Islands. Master Fund GP is an
exempted company formed under the laws of the Cayman Islands. Mr.
Litinsky is a citizen of the United States.
(d) Title of Class of Securities:
Common Stock (the "Common Stock").
(e) CUSIP No.: 867892101
Item 3. If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership
(a) Amount Beneficially Owned:
The Master Fund beneficially owns 4,600,000 shares of the
Common Stock of Sunstone Hotel Investors, Inc.
The Master Fund GP is General Partner of the Master Fund.
Accordingly, the Master Fund GP may be deemed to beneficially
own the same number of shares of Common Stock reported herein by
the Master Fund. JHL Capital Group is the investment manager for
the Master Fund and has been granted investment discretion over the
portfolio investments of the Master Fund including the Common Stock
held by it. JHL Capital Group is also the 100% owner of the Master
Fund GP. Accordingly, JHL Capital Group may be deemed to be the
beneficial owner of the shares of Common Stock reported herein by
the Master Fund. Mr. Litinsky holds a controlling interest in JHL
Capital Group and serves as its Managing Member, as well as Director
of the Master Fund and the Master Fund GP. Accordingly, Mr. Litinsky
may be deemed to beneficially own the same number of shares of Common
Stock reported herein by the Master Fund.
Notwithstanding the foregoing, the Master Fund GP and Mr. Litinsky
disclaim beneficial ownership of any securities covered by this
Schedule 13G/A.
(b) Percent of Class: See Item 11 of the Cover Pages to this Schedule
13G/A.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: See Item 4(a)
above.
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
See Item 4(a) above.
Item 5. Ownership of Five Percent or Less of a Class
X
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
or Control Person
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2012
JHL CAPITAL GROUP LLC,
a Delaware limited liability company
By: /s/ James H. Litinsky
--------------------------
Name: James H. Litinsky
Title: Managing Member
JHL CAPITAL GROUP MASTER FUND L.P.,
a Cayman Islands limited partnership
By: JHL CAPITAL GROUP MASTER FUND GP LTD.,
a Cayman Islands exempted company,
its General Partner
By: /s/ James H. Litinsky
--------------------------
Name: James H. Litinsky
Title: Director
JHL CAPITAL GROUP MASTER FUND GP LTD.,
a Cayman Islands exempted company
By: /s/ James H. Litinsky
--------------------------
Name: James H. Litinsky
Title: Director
JAMES H. LITINSKY
By: /s/ James H. Litinsky
--------------------------
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G/A filed
herewith signed by each of the undersigned shall be filed on behalf of
each of the undersigned pursuant to and in accordance with the provisions
of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: February 14, 2012
JHL CAPITAL GROUP LLC,
a Delaware limited liability company
By: /s/ James H. Litinsky
--------------------------
Name: James H. Litinsky
Title: Managing Member
JHL CAPITAL GROUP MASTER FUND L.P.,
a Cayman Islands limited partnership
By: JHL CAPITAL GROUP MASTER FUND GP LTD.,
a Cayman Islands exempted company,
its General Partner
By: /s/ James H. Litinsky
--------------------------
Name: James H. Litinsky
Title: Director
JHL CAPITAL GROUP MASTER FUND GP LTD.,
a Cayman Islands exempted company
By: /s/ James H. Litinsky
--------------------------
Name: James H. Litinsky
Title: Director
JAMES H. LITINSKY
By: /s/ James H. Litinsky
--------------------------