SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
X
Form 3 Holdings Reported.
X
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Stedman Trent

(Last) (First) (Middle)
799 CENTRAL AVENUE, SUITE 350

(Street)
HIGHLAND PARK IL 60035

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STRATEGIC HOTELS & RESORTS, INC [ BEE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Series C Preferred Stock, $0.01 par value per share 04/06/2009 P4 600 A $2.98 365,800 I See footnote(1)
Series C Preferred Stock, $0.01 par value per share 04/07/2009 P4 10,000 A $2.93 375,800 I see footnote(1)
Series C Preferred Stock, $0.01 par value per share 3 73,100 I see footnote(2)
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Stedman Trent

(Last) (First) (Middle)
799 CENTRAL AVENUE, SUITE 350

(Street)
HIGHLAND PARK IL 60035

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Millennium Group LLC

(Last) (First) (Middle)
799 CENTRAL AVE
SUITE 350

(Street)
HIGHLAND PARK IL 60035

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
NV North American Opportunity Fund

(Last) (First) (Middle)
799 CENTRAL AVE, SUITE 350

(Street)
HIGHLAND IL 60035

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HPP GP LLC

(Last) (First) (Middle)
799 CENTRAL AVE, SUITE 350

(Street)
HIGHLAND IL 60035

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Highland Park Partners Fund LP

(Last) (First) (Middle)
799 CENTRAL AVE, SUITE 350

(Street)
HIGHLAND IL 60035

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. By NV North American Opportunity Fund.
2. By Highland Park Partners Fund LP.
Remarks:
HPP GP LLC is the general partner of Highland Park Partners Fund LP. Mr. Stedman is a member of Millennium Group LLC and is also the sole member of HPP GP LLC. By virtue of his relationship to NV North American Opportunity Fund, Millennium Group LLC, Highland Park Partners Fund LP and HPP GP LLC, as if December 31, 2009, Mr. Stedman may have been deemed to indirectly beneficially own certain of the shares of Series C Preferred Stock subject to this filing. Millennium Group LLC may have been deemed to indirectly beneficially own certain of the shares of Series C Preferred Stock directly beneficially owned by NV North American Opportunity Fund as of December 31, 2009. HPP GP LLC may have been deemed to indirectly beneficially own certain of the shares of Series C Preferred Stock that were directly beneficially owned by Highland Park Partners Fund LP as of December 31, 2009. Each of NV North American Opportunity Fund, Highland Park Partners Fund LP, Millennium Group LLC, HPP GP LLC and Mr. Stedman disclaims beneficial ownership of all shares reported on this Form 5, except to the extent of any pecuniary interest therein.
/s/ Trent Stedman ** Trent Stedman 04/26/2010
/s/ Trent Stedman ** Millennium Group, LLC, by Trent Stedman, Member 04/26/2010
/s/ Trent Stedman ** NV North American Opportunity Fund, by Millennium Group, LLC, its Investment Manager, by Trent Stedman, sole member 04/26/2010
/s/ Trent Stedman ** HPP GP, LLC, by Trent Stedman, sole member 04/26/2010
/s/ Trent Stedman ** Highland Park Partners Fund LP, by HPP GP, LLC, the general partner, by Trent Stedman, sole member 04/26/2010
** 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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