X0306 4 2017-02-17 0 0001295810 Sunstone Hotel Investors, Inc. SHO 0001483819 Hoffman Marc Andrew 120 VANTIS SUITE 350 ALISO VIEJO CA 92656 0 1 0 0 Chief Operating Officer Common Stock 2017-02-17 4 A 0 81454 A 303032.5179 D Common Stock 2017-02-18 4 F 0 19523 D 283509.5179 D Common Stock 2017-02-19 4 F 0 9258 D 274251.5179 D On February 17, 2017, Sunstone Hotel Investors, Inc. (the "Company") granted 81,454 restricted shares of common stock to the Reporting Person pursuant to its 2004 Long-Term Incentive Plan. Such shares are subject to the satisfaction of vesting requirements over a three-year period. Reflects the correction of an additional 5,909.72775 shares inadvertently reported by the Reporting Person in a prior Form 4 filing due to a clerical error. On February 18, 2017, 35,725 restricted shares of common stock of Sunstone Hotel Investors, Inc. (awarded to the Reporting Person on February 18, 2016) vested, and 19,523 shares of common stock of Sunstone Hotel Investors, Inc. were withheld to satisfy tax withholding obligations. The closing price on February 17, 2017 (as February 18, 2017 fell on a weekend) of common stock of Sunstone Hotel Investors, Inc. on the New York Stock Exchange was $15.13 per share. On February 19, 2017, 16,942 restricted shares of common stock of Sunstone Hotel Investors, Inc. (awarded to the Reporting Person on February 19, 2014) vested, and 9,258 shares of common stock of Sunstone Hotel Investors, Inc. were withheld to satisfy tax withholding obligations. The closing price on February 17, 2017 (as February 19, 2017 fell on a weekend) of common stock of Sunstone Hotel Investors, Inc. on the New York Stock Exchange was $15.13 per share. /s/ Marc A. Hoffman 2017-02-22