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^*

GELLER LAURENCE S

(Last)

(First)

(Middle)

77 W. WACKER DRIVE

STE 4600

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STRATEGIC HOTEL CAPITAL INC [ SLH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2004

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	06/29/2004		J⁽¹⁾		100	D	$0.01	0	I	By SHC LLC⁽²⁾
Common⁽³⁾								274,697	D

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)
Operating Partnership Units (Right to Acquire)	$0.0000⁽⁴⁾	06/29/2004		J		19,111,846		⁽⁵⁾	⁽⁶⁾	Common	19,111,846	⁽⁷⁾	19,111,846	I	By SHC LLC⁽²⁾
Operating Partnership Units (Right to Acquire)	$0.0000⁽⁴⁾	06/29/2004		J		45,606		⁽⁵⁾	⁽⁶⁾	Common	45,606	⁽⁸⁾	7,293,886	I	By SHC LLC and GFILP⁽⁹⁾

Explanation of Responses:

1. The securities were repurchased at par value by Strategic Hotel Capital, Inc. (referred to herein as SHC) in connection with the initial public offering of its common stock.

2. Securities are held indirectly by the Geller Family Investment Limited Partnership as a member of Strategic Hotel Capital, LLC (referred to herein as SHC LLC). SHC LLC, directly and indirectly through Strategic Hotel Capital Limited Partnership (referred to herein as SHC LLP), an affiliate of SHC LLC, holds the securities shown for the Geller Family Investment Limited Partnership and others. The reporting person disclaims beneficial ownership except to the extent of its pecuniary interest in those units, and this report shall not be deemed an admission that the reporting person is the beneficial owner for purposes of Section 16 or for any other purpose.

3. Includes common stock as well as common stock in the form of restricted stock units.

4. Holders of units are entitled to present them for redemption for a cash amount equal to the then-fair market value of an equal number of shares of SHC common stock or, in SHC's sole discretion, an equal number of shares of SHC common stock.

5. Units are immediately eligible to be presented for redemption or become eligible at various times through June 29, 2005.

6. There is no expiration date.

7. The units were received in exchange for interests in property-owning entities as described under the caption Formation and Structuring Transactions in SHC's final prospectus dated June 23, 2004.

8. Distribution of a portion of its pro rata share of units from SHC LLC for no consideration.

9. Consists of (i) 45,606 units held indirectly by the reporting person as general partner of the Geller Family Investment Limited Partnership and (ii) 7,248,280 units held indirectly by the reporting person as general partner of the Geller Family Investment Limited Partnership as a member of SHC LLC. The 19,111,846 units shown in the first line of Table II as held directly by SHC LLC and indirectly through SHC LP (see Note 2) were reduced to 7,248,280 as a result of distributions to the Geller Family Investment Limited Partnership (see Note 8) and other SHC LLC members. The reporting person disclaims beneficial ownership except to the extent of its pecuniary interest in those units, and this report shall not be deemed an admission that the reporting person is the beneficial owner for purposes of Section 16 or for any other purpose.

Remarks:

	By: /s/ Monte J. Huber as Attorney-in-Fact	07/01/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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