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^*

CRANDALL J TAYLOR

(Last)

(First)

(Middle)

MERISTAR HOSPITALITY CORPORATION

4501 NORTH FAIRVAX DRIVE, SUITE 500

(Street)

ARLINGTON

22203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MERISTAR HOSPITALITY CORP [ MHX ]

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)
06/02/2005

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)
Common Stock, par value $0.01 ("Common Stock")								6,507	D
Common Stock								4,067	I	See Note⁽¹⁾
Common Stock	06/02/2005		S		13,821	D	$8.03	61,439	I	See Note⁽²⁾
Common Stock	06/02/2005		S		18,365	D	$8.03	81,635	I	See Note⁽³⁾
Common Stock	06/02/2005		S		9,746	D	$8.03	43,322	I	See Note⁽⁴⁾
Common Stock	06/03/2005		S		11,925	D	$7.96	49,514	I	See Note⁽²⁾
Common Stock	06/03/2005		S		15,845	D	$7.96	65,790	I	See Note⁽³⁾
Common Stock	06/03/2005		S		8,408	D	$7.96	34,914	I	See Note⁽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)

Explanation of Responses:

1. The securities are owned by Group 31, Inc., a Texas corporation ("Group 31"). J. Taylor Crandall is the President and sole shareholder of Group 31.

2. The securities are owned by Penobscot Partners, L.P. ("Penobscot"). Crandall is the President and sole shareholder of PTJ, Inc. ("PTJ"), which is the sole general partner of PTJ Merchant Banking Partners, L.P. ("PTJ Merchant"), which is the sole general partner of Penobscot. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, Crandall is deemed to be the beneficial owner of the shares beneficially owned by Penobscot only to the extent of the greater of his direct or indirect interest in the profits or capital account thereof. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Crandall is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by Penobscot in excess of such amount.

3. The securities are owned by PTJ Merchant. (See Footnote 2 above.) Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, Crandall is deemed to be the beneficial owner of the shares beneficially owned by PTJ Merchant only to the extent of the greater of his direct or indirect interest in the profits or capital account thereof. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Crandall is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by PTJ Merchant in excess of such amount.

4. The securities that are owned by Cherwell, Inc. ("Cherwell"). Crandall is the President and sole stockholder of Acadia MGP, Inc., which is the managing general partner of Acadia FW Partners, L.P., which is the sole general partner of Acadia Partners, L.P. ("Acadia"), which is the sole stockholder of Cherwell. Pursuant to Rule 16a 1(a)(2(ii)(B) under the Act, Crandall is deemed to be the beneficial owner of the shares beneficially owned by Cherwell, a wholly-owned subsidiary of Acadia, only to the extent of the greater of his direct or indirect interest in the profits or capital account of Acadia. Pursuant to Rule 16a 1(a)(4) under the Act, this filing shall not be deemed an admission that Crandall is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by Cherwell or Acadia in excess of such amount.

	/s/ J. Taylor Crandall	06/06/2005
	** 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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