-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MVcaW5v7VXs4FweudTKSgIU4zQj5o0j/r8cex41dWEBgvLIBP5zYLvFa0NfKbjCO Yn31/UlzlFvsXlI6jA+Fjg== 0001140361-09-029526.txt : 20091217 0001140361-09-029526.hdr.sgml : 20091217 20091217160038 ACCESSION NUMBER: 0001140361-09-029526 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091217 DATE AS OF CHANGE: 20091217 GROUP MEMBERS: BARRY S. STERNLICHT GROUP MEMBERS: SCG/DLP HOLDINGS, L.L.C. GROUP MEMBERS: SCG/DLP HOLDINGS, L.P. GROUP MEMBERS: SCG/DLP INVESTORS, L.P. GROUP MEMBERS: STARWOOD CAPITAL GROUP GLOBAL, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LASALLE HOTEL PROPERTIES CENTRAL INDEX KEY: 0001053532 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 364219376 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53951 FILM NUMBER: 091247299 BUSINESS ADDRESS: STREET 1: 4800 MONTGOMERY LANE STREET 2: SUITE M25 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 301 941 1500 MAIL ADDRESS: STREET 1: 4800 MONTGOMERY LANE STREET 2: SUITE M25 CITY: BETHESDA STATE: MD ZIP: 20814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STARWOOD CAPITAL GROUP GLOBAL LLC CENTRAL INDEX KEY: 0001373160 IRS NUMBER: 061591791 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 591 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 422-7700 MAIL ADDRESS: STREET 1: 591 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 formsc13da.htm SCG HOTEL DLP SC 13D A 12-8-2009 formsc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

LaSalle Hotel Properties
(Name of Issuer)
 
7.25% Series G Cumulative Redeemable Preferred Shares
of Beneficial Interest, par value $0.01
(Title of Class of Securities)
 
517942603
(CUSIP Number)
 
Madison Grose, Esq.
Co-General Counsel
Starwood Capital Group Global, L.L.C.
591 West Putnam Avenue
Greenwich, Connecticut 06830
(203) 422-7700
 
Copies to:
 
Gerald D. Shepherd, Esq.
Davies Ward Phillips & Vineberg LLP
625 Madison Avenue, 12th Floor
New York, New York 10022
(212) 588-5500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
December 8, 2009
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on 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.  517942603
 
1.
  
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
   
SCG Hotel DLP, L.P.
 
 
2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a) o
(b) x
   
   
3.
  
SEC Use Only
   
   
4.
  
Source of Funds (See Instructions)
OO (see Item 3)
   
   
5.
  
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   o
   
   
6.
  
Citizenship or Place of Organization
 
Delaware

   7.   Sole Voting Power
0
Number of
  
Shares
Beneficially
 
8.
  
 
Shared Voting Power
 
0
Owned by
  
Each
Reporting
 
9.
  
 
Sole Dispositive Power
 
0
Person With
  
 
 
10.
  
 
Shared Dispositive Power
 
 
0

11.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
 
12.
  
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
 
 
13.
  
Percent of Class Represented by Amount in Row (11)
0%
 
 
14.
  
Type of Reporting Person (See Instructions)
PN

 
 
 
 
CUSIP No.  517942603
 
 1.  
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
   
SCG/DLP Holdings, L.P.
     
 
2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a) o
(b) x
       
 
3.
  
SEC Use Only
     
 
4.
  
Source of Funds (See Instructions)
OO (see Item 3)
       
 
5.
  
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   o
     
 
6.
  
Citizenship or Place of Organization
Delaware
       

   7.  
Sole Voting Power
0
Number of
  
Shares
        
Beneficially
8.
  
Shared Voting Power
0
Owned by
  
Each
        
Reporting
9.
  
Sole Dispositive Power
0
Person With
  
         
 
10.
  
Shared Dispositive Power
0
         

11.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
0
       
 
12.
  
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
       
       
13.
  
Percent of Class Represented by Amount in Row (11)
0%
       
 
14.
  
Type of Reporting Person (See Instructions)
PN

 
 
 
 
CUSIP No.  517942603
 
1.
  
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
   
SCG/DLP Holdings, L.L.C.
 
 
2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a) 
(b) x
       
 
3.
  
SEC Use Only
  
       
 
4.
  
Source of Funds (See Instructions)
OO (see Item 3)
       
 
5.
  
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   o
     
 
6.
  
Citizenship or Place of Organization
Delaware
       

   7.  
Sole Voting Power
0
Number of
  
Shares
  
Beneficially
8.
  
Shared Voting Power
0
Owned by
  
Each
  
Reporting
9.
  
Sole Dispositive Power
0
Person With
  
   
 
10.
  
Shared Dispositive Power
0
         

11.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
0
       
 
12.
  
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
       
 
13.
  
Percent of Class Represented by Amount in Row (11)
0%
       
 
14.
  
Type of Reporting Person (See Instructions)
OO

 
 
 
 
CUSIP No.  517942603
 
 1.  
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
   
SCG/DLP Investors, L.P.
 
 
2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a) 
(b) x
       
 
3.
  
SEC Use Only
  
       
 
4.
  
Source of Funds (See Instructions)
OO (see Item 3)
       
 
5.
  
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   o
     
 
6.
  
Citizenship or Place of Organization
Delaware
       

 
7.
  
Sole Voting Power
0
Number of
  
Shares
  
Beneficially
8.
  
Shared Voting Power
655,536
Owned by
  
Each
  
Reporting
9.
  
Sole Dispositive Power
0
Person With
  
   
 
10.
  
Shared Dispositive Power
655,536
         

11.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
655,536
       
 
12.
  
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
       
 
13.
  
Percent of Class Represented by Amount in Row (11)
10.3%1
       
 
14.
  
Type of Reporting Person (See Instructions)
PN
________________________
1 Based upon 6,348,888 Series G Shares outstanding on October 21, 2009, as disclosed by LaSalle Hotel Properties in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 21, 2009.

 
 
 
 
CUSIP No.  517942603
 
 1.  
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
   
Starwood Capital Group Global, L.L.C.
 
 
2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a) 
(b) x
 
 
3.
  
SEC Use Only
  
 
 
4.
  
Source of Funds (See Instructions)
OO (see Item 3)
 
 
5.
  
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   o
 
 
6.
  
Citizenship or Place of Organization
Connecticut
       

  7.  
Sole Voting Power
0
Number of
        
Shares
  
Beneficially
8.
  
Shared Voting Power
662,158
Owned by
        
Each
  
Reporting
9.
  
Sole Dispositive Power
0
Person With
        
   
 
10.
  
Shared Dispositive Power
662,158
         

11.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
662,158
 
 
12.
  
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
 
 
13.
  
Percent of Class Represented by Amount in Row (11)
10.4%2
 
 
14.
  
Type of Reporting Person (See Instructions)
OO
________________________
2  Based upon 6,348,888 Series G Shares outstanding on October 21, 2009, as disclosed by LaSalle Hotel Properties in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 21, 2009.

 
 
 
 
CUSIP No.  517942603
 
 1.  
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
   
Barry S. Sternlicht
     
 
2.  
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a) 
(b) x
       
 
3.
  
SEC Use Only
  
       
 
4.
  
Source of Funds (See Instructions)
OO (see Item 3)
       
 
5.
  
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   o
     
 
6.
  
Citizenship or Place of Organization
United States
       

   7.  
Sole Voting Power
0
Number of
  
Shares
  
Beneficially
8.
  
Shared Voting Power
662,158
Owned by
        
Each
  
Reporting
9.
  
Sole Dispositive Power
0
Person With
        
   
   
 
10.
  
Shared Dispositive Power
662,158
         

11.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
662,158
 
       
12.
  
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
 
 
13.
  
Percent of Class Represented by Amount in Row (11)
10.4%3
 
 
14.
  
Type of Reporting Person (See Instructions)
IN
________________________
3  Based upon 6,348,888 Series G Shares outstanding on October 21, 2009, as disclosed by LaSalle Hotel Properties in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 21, 2009.

 
 
 

This Amendment No. 2 amends and supplements the Schedule 13D filed on April 27, 2009, as amended by Amendment No.1 thereto filed on September 24, 2009, by SCG Hotel DLP, L.P., SCG/DLP Holdings, L.P., SCG/DLP Holdings, L.L.C., SCG/DLP Investors L.P., Starwood Capital Group Global, L.L.C. and Barry S. Sternlicht (the "Statement") relating to the 7.25% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01, of LaSalle Hotel Properties, a Maryland real estate investment trust.  Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Statement, and unless amended or supplemented hereby, all information previously filed remains in effect.

Nothing contained in this Amendment No. 2 or the Statement shall be deemed to be an admission that the Series G Shares belong to a class of voting equity securities for purposes of Section 13(d) of the Securities Act of 1934, as amended, or the rules of the U.S. Securities and Exchange Commission.

Item 3.
Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby supplemented by adding the following at the end thereof:

On December 8, 2009 SCG Hotel DLP, L.P. distributed the 843,365 Series G Shares held by it to one of its indirect partners that is not affiliated with the Reporting Persons.

Item 5.
Interest in Securities of the Issuer

Item 5 of the Statement is hereby amended and restated to read in its entirety as follows:

(a) and (b)
As of the date hereof, SCG/DLP Investors, L.P. beneficially owns an aggregate of 655,536 Series G Shares, or approximately 10.3% of the total issued and outstanding Series G Shares of the Issuer.  SCGG, as the general partner of SCG/DLP Investors, L.P., may be deemed to have beneficial ownership of the foregoing 655,536 Series G Shares.  SCGG also beneficially owns 6,622 Series G Shares. In the aggregate, SCGG beneficially owns and may be deemed to beneficially own 662,158 Series G Shares, or approximately 10.4% of the total issued and outstanding Series G Shares of the Issuer.  Barry Sternlicht, as the Chairman, Chief Executive Officer and General Manager of SCGG, may also be deemed to have beneficial ownership of the forgoing 662,158 Series G Shares.

(c)
Except as set forth in Item 3 of this Schedule 13D, no transactions in the Series G Shares were effected by the Reporting Persons during the past 60 days.

(d)
No person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from the sale of, or the proceeds from the sale of, any of the Series G Shares that may be deemed to be beneficially owned by any Reporting Person.

 
 
 

(e)
On December 8, 2009, following the distribution of the Series G Shares discussed above in Item 3, each of SCG Hotel DLP, L.P., SCG/DLP Holdings, L.P. and SCG/DLP Holdings, L.L.C. ceased to be the beneficial owner of more than five percent of the total issued and outstanding Series G Shares of the Issuer.

 
 
 

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: December 17, 2009

 
SCG HOTEL DLP, L.P.
     
 
By:
SCG/DLP Holdings, L.P.
   
Its General Partner
     
 
By:
SCG/DLP Holdings, L.L.C.,
   
Its General Partner
     
 
By:
/s/ Madison Grose
   
Name:  Madison Grose
   
Title:    Sr. Managing Partner

 
SCG/DLP HOLDINGS, L.P.
     
 
By:
SCG/DLP Holdings L.L.C.,
   
Its General Partner
     
 
By:
/s/ Madison Grose
   
Name:   Madison Grose
   
Title:     Sr. Managing Partner

 
SCG/DLP HOLDINGS, L.L.C.
     
 
By:
/s/ Madison Grose
   
Name:    Madison Grose
   
Title:      Sr. Managing Partner

 
SCG/DLP INVESTORS, L.P.
     
 
By:
Starwood Capital Group Global, LLC, Its General Partner
     
 
By:
/s/ Madison Grose
   
Name:    Madison Grose
   
Title:      Sr. Managing Partner

 
STARWOOD CAPITAL GROUP GLOBAL, L.L.C.
     
 
By:
/s/ Barry Sternlicht
   
Name:     Barry S. Sternlicht
   
Title:       Chief Executive Officer
     
 
BARRY STERNLICHT
     
 
/s/ Barry Sternlicht

 
 
 

EXHIBIT INDEX

Exhibit No.
  
Exhibit Name
     
1.
  
Amended and Restated Joint Filing Agreement, dated September 24, 2009, between SCG Hotel DLP, L.P., SCG/DLP Holdings, L.P., SCG/DLP Holdings, L.L.C., SCG/DLP Investors, L.P., Starwood Capital Group Global, L.L.C. and Barry S. Sternlicht**
     
2.
  
Exchange Agreement, dated as of April 16, 2009, between LaSalle Hotel Properties and SCG Hotel DLP, L.P.**
     
3.
  
Registration Rights Agreement, dated as of April 16, 2009, between LaSalle Hotel Properties and SCG Hotel DLP, L.P.**
     
4.
  
Ownership Limit Waiver Agreement, dated as of April 16, 2009, between LaSalle Hotel Properties and SCG Hotel DLP, L.P.**
     
5.
  
Ownership Limit Waiver Agreements, dated as of September 16, 2009, between LaSalle Hotel Properties and SCG/DLP Investors, L.P. and between LaSalle Hotel Properties and Starwood Capital Group Global, L.L.C.**
_______________
**           Previously filed.
 
 
 
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