Amendment No. 5 to Schedule 13D

SC 13D/A 1 dsc13da.htm AMENDMENT NO. 5 TO SCHEDULE 13D Amendment No. 5 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

SONESTA INTERNATIONAL HOTELS CORPORATION

(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $0.80 PER SHARE

(Title of Class of Securities)

835438409

(CUSIP number)

Malcolm F. MacLean IV

c/o Mercury Real Estate Advisors LLC

Three River Road

Greenwich, CT 06807

(203) 869-9191

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 16, 2008

(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. ¨

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. 835438409		13D/A		Page 2 of 9 pages


1	NAMES OF REPORTING PERSONS Mercury Real Estate Advisors LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 316,783
		8 SHARED VOTING POWER —0—
		9 SOLE DISPOSITIVE POWER 316,783
		10 SHARED DISPOSITIVE POWER —0—


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 316,783
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO – Limited Liability Company

All percentage ownership reported in this Schedule 13D/A is based on 3,698,230 shares of Class A Common Stock, par value $0.80 per share, outstanding as of May 5, 2008, as reported by the Issuer (as defined below) in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 12, 2008.


CUSIP No. 835438409		13D/A		Page 3 of 9 pages


1	NAMES OF REPORTING PERSONS David R. Jarvis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 316,783
		8 SHARED VOTING POWER —0—
		9 SOLE DISPOSITIVE POWER 316,783
		10 SHARED DISPOSITIVE POWER —0—


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 316,783
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 835438409		13D/A		Page 4 of 9 pages


1	NAMES OF REPORTING PERSONS Malcolm F. MacLean IV
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 316,783
		8 SHARED VOTING POWER —0—
		9 SOLE DISPOSITIVE POWER 316,783
		10 SHARED DISPOSITIVE POWER —0—


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 316,783
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 835438409		13D/A		Page 5 of 9 pages

This Amendment No. 5 (the “Amendment”) amends and supplements the Schedule 13D as filed on June 27, 2007 and amended on July 17, 2007, August 8, 2007, February 5, 2008 and February 22, 2008 (the “Schedule 13D”), with respect to the shares of Class A Common Stock, par value $0.80 per share (the “Shares”), of Sonesta International Hotels Corporation (the “Issuer”). Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Schedule 13D. The Schedule 13D is hereby amended and supplemented as follows:

Item 3. Source and Amount of Funds or Other Consideration.

The total amount of funds required by the Reporting Persons to acquire the Shares was $8,827,914.49. Each of the Funds used its own assets to purchase such Shares, which may at any given time include funds borrowed in the ordinary course in their margin accounts.

Item 5. Interest in Securities of the Issuer.

(a) and (b) As of the date hereof, Mercury Special Situations Fund LP, Mercury Special Situations Offshore Fund, Ltd., Silvercreek SAV LLC, Mercury Special Situations Leveraged Fund LP and Mercury Global Alpha Fund LP owned beneficially 3,157; 101,397; 27,340; 143,083; and 41,806 Shares, respectively, representing approximately 0.1%; 2.7%; 0.7%; 3.9%; and 1.1% respectively, of the 3,698,230 shares of Class A Common Stock, par value $0.80, of the Issuer outstanding as reported in publicly available information.

As of the date hereof, Advisors, in its capacity as investment advisor of the Funds, may be deemed to be the beneficial owner of 316,783 Shares, constituting 8.6% of the 3,698,230 shares of Class A Common Stock, par value $0.80, of the Issuer outstanding as reported in publicly available information.

As of the date hereof, Mr. Jarvis, in his capacity as a Managing Member of Advisors, may be deemed to be the beneficial owner of 316,783 Shares, constituting 8.6% of the 3,698,230 shares of Class A Common Stock, par value $0.80, of the Issuer outstanding as reported in publicly available information.

As of the date hereof, Mr. MacLean, in his capacity as a Managing Member of Advisors, may be deemed to be the beneficial owner of 316,783 Shares, constituting 8.6% of the 3,698,230 shares of Class A Common Stock, par value $0.80, of the Issuer outstanding as reported in publicly available information.

(c) Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Exhibit E attached hereto and incorporated herein by reference.

(d) Not applicable.


CUSIP No. 835438409		13D/A		Page 6 of 9 pages

(e) Not applicable.

Item 7. Material to be Filed as Exhibits.

The following documents are filed as exhibits to this Schedule 13D:


Exhibit A		Letter to the Board of Directors of Sonesta International Hotels Corporation dated June 26, 2007*

Exhibit B		Letter to the Board of Directors of Sonesta International Hotels Corporation dated July 17, 2007**

Exhibit C		Letter to the Board of Directors of Sonesta International Hotels Corporation dated August 7, 2007***

Exhibit D		Press Release dated August 7, 2007***

Exhibit E		Schedule of Transactions in Shares of the Issuer

Exhibit F		Joint Filing Agreement*

*	Filed with the Schedule 13D on June 27, 2007.

**	Filed with the Schedule 13D/A on July 17, 2007.

***	Filed with the Schedule 13D/A on August 8, 2007.


CUSIP No. 835438409		13D/A		Page 7 of 9 pages

SIGNATURES

After reasonable inquiry and to the best of his, her or its knowledge and belief, each of the persons signing below certifies that the information set forth in this statement is true, complete and correct.


Date: June 18, 2008		MERCURY REAL ESTATE ADVISORS LLC

		/s/ MALCOLM F. MACLEAN IV Signature

		Malcolm F. MacLean IV, Managing Member
		Name/Title

		/s/ MALCOLM F. MACLEAN IV Signature

		/s/ DAVID R. JARVIS Signature


CUSIP No. 835438409		13D/A		Page 8 of 9 pages

EXHIBIT INDEX


Exhibit A		Letter to the Board of Directors of Sonesta International Hotels Corporation dated June 26, 2007*

Exhibit B		Letter to the Board of Directors of Sonesta International Hotels Corporation dated July 17, 2007**

Exhibit C		Letter to the Board of Directors of Sonesta International Hotels Corporation dated August 7, 2007***

Exhibit D		Press Release dated August 7, 2007***

Exhibit E		Schedule of Transactions in Shares of the Issuer

Exhibit F		Joint Filing Agreement*

*	Filed with the Schedule 13D on June 27, 2007.

**	Filed with the Schedule 13D/A on July 17, 2007.

***	Filed with the Schedule 13D/A on August 8, 2007.


CUSIP No. 835438409		13D/A		Page 9 of 9 pages

Exhibit E

Schedule of Transactions in Shares of the Issuer

During the Past 60 Days


	Silvercreek SAV LLC

Date of Transaction	Quantity Purchased(Sold)(1)	Price/Share ($)(2)
05/13/2008	(2200.00)	27.99
06/02/2008	(1116.00)	26.40
06/04/2008	(800.00)	26.22
06/11/2008	(6200.00)	24.97
06/12/2008	(100.00)	24.71
06/16/2008	(7500.00)	24.99

	Mercury Global Alpha Fund LP

Date of Transaction	Quantity Purchased(Sold)(1)	Price/Share ($)(2)
04/16/2008	762.00	26.10
04/21/2008	300.00	29.31
04/22/2008	300.00	27.56
04/23/2008	300.00	27.76
04/24/2008	400.00	29.02
04/28/2008	100.00	27.81
04/29/2008	300.00	27.66
04/30/2008	121.00	28.73
05/07/2008	200.00	27.01
05/08/2008	200.00	27.08
05/20/2008	300.00	26.01
05/21/2008	200.00	26.51
05/22/2008	100.00	26.01
05/29/2008	300.00	26.90
05/30/2008	400.00	26.74
06/13/2008	500.00	24.81

Mercury Special Situations Leverage Fund LP

Date of Transaction	Quantity Purchased(Sold)(1)	Price/Share ($)(2)
06/02/2008	(300.00)	26.40
06/04/2008	(200.00)	26.22
06/11/2008	(600.00)	24.97

(1)	All purchases/sales were effected through open market or privately negotiated transactions.

(2)	Inclusive of brokerage commissions.