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^*

Schnaid Alan M

(Last)

(First)

(Middle)

STARWOOD HOTELS & RESORTS WORLDWIDE, INC

ONE STARPOINT

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STARWOOD HOTEL & RESORTS WORLDWIDE, INC [ HOT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Corp. Cont. & PAO

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2011

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⁽¹⁾	02/18/2011		M		13,747	A	$59.135⁽²⁾	73,393	D
Common Stock	02/18/2011		S		13,747	D	$65.0179	59,646	D
Common Stock	02/18/2011		S		18,443	D	$64.8635	41,203	D
Common Stock	02/28/2011		A		5,059	A	$0⁽³⁾	46,262	D
Common Stock	02/28/2011		F		1,618	D	$61.28	44,644	D
Common Stock	02/28/2011		F		3,323	D	$61.28	41,321	D
Common Stock	03/02/2011		M		1,247	A	$0⁽⁴⁾	42,568	D
Common Stock	03/02/2011		F		489	D	$58.99	42,079	D
Common Stock	05/26/2011		M		9,882	A	$11.385	51,961	D
Common Stock	05/26/2011		S		8,966	D	$60.927	42,995	D
Common Stock	05/26/2011		S		9,882	D	$60.9729	33,113	D
Common Stock	02/27/2012		F		4,782	D	$54.735	28,331	D
Common Stock	02/28/2012		A		6,448	A	$0⁽³⁾	34,779	D
Common Stock	02/28/2012		F		1,108	D	$55.06	33,671	D
Common Stock	02/29/2012		M		9,881	A	$11.385	43,552	D
Common Stock	02/29/2012		S		9,881	D	$54.4202	33,671	D
Common Stock	02/29/2012		S		11,028	D	$54.4212	22,643	D
Common Stock	03/01/2012		S		1,721	D	$54.37	20,922	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)

Explanation of Responses:

1. The number of shares of Common Stock subject to this option that was previously reported was multiplied by 1.222, and the exercise price previously reported for this option was divided by 1.222, in an equitable adjustment as a result of the Issuer's April 10, 2006 transaction with Host Hotels & Resorts, Inc.

2. As mentioned in footnote three, the original exercise price for this option was equitably adjusted from $59.135 to $48.3920.

3. Not Applicable.

4. Restricted Stock Units are convertible into Common Stock on a one-for-one basis.

Remarks:

Multiple Forms Submitted

	Kristen Prohl, Attorney-in-Fact	07/11/2012
	** 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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