|
[X]
|
Rule 13d-1(b)
|
|
[ ]
|
Rule 13d-1(c)
|
|
[ ]
|
Rule 13d-1(d)
|
|
CUSIP NO. 86272T304, 86272T403, 86272T502
|
Page 2 of 9 Pages
|
|
1.
|
Names of Reporting Persons
|
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
|
a.
|
[ ]
|
|
b.
|
[X]
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
|
|
Number of
Shares
|
1,115,4571
|
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
1,115,4571
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
CUSIP NO. 86272T304, 86272T403, 86272T502
|
Page 3 of 9 Pages
|
|
1.
|
Names of Reporting Persons
|
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
|
a.
|
[ ]
|
|
b.
|
[X]
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
|
|
Number of
Shares
|
1,115,4572
|
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
1,115,4572
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
CUSIP NO. 86272T304, 86272T403, 86272T502
|
Page 4 of 9 Pages
|
|
Item 1(a).
|
Name of Issuer:
|
|
Strategic Hotels & Resorts, Inc. (the "Issuer").
|
|
|
Item 1(b).
|
Address of the Issuer's Principal Executive Offices:
|
|
200 West Madison Street, Suite 1700
|
|
|
Chicago, Illinois 60606
|
|
|
Item 2(a).
|
Name of Person Filing
|
|
The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
|
|
i)
|
Halcyon Asset Management LLC; and
|
|
ii)
|
Halcyon Offshore Asset Management LLC.
|
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
|
The address of the principal business office of each of the Reporting Persons is 477 Madison Avenue, New York, NY 10022.
|
|
Item 2(c).
|
Citizenship:
|
|
i)
|
Halcyon Asset Management LLC is a Delaware limited liability company; and
|
|
ii)
|
Halcyon Offshore Asset Management LLC is a Delaware limited liability company.
|
|
Item 2(d).
|
Title of Class of Securities:
|
|
Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series A Shares”).
|
|
|
Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series B Shares”).
Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series C Shares”, and together with Series A Shares and Series B Shares, the “Shares”).
|
|
|
Item 2(e).
|
CUSIP Number:
|
|
Series A: 86272T304
Series B: 86272T403
|
|
|
Series C: 86272T502
|
|
|
CUSIP NO. 86272T304, 86272T403, 86272T502
|
Page 5 of 9 Pages
|
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
|||
|
(a) [ ] Broker or dealer registered under Section 15 of the Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act;
(d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940;
(e) [X] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F);
(g) [ ] Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the
Investment Company Act of 1940;
(j) [X] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
||||
|
Item 4.
|
Ownership:
|
|||
|
Item 4(a).
|
Amount Beneficially Owned:
|
|||
|
As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 1,115,457 Shares, which consist of 401,926 Series A Shares, 336,992 Series B Shares, and 376,539 Series C Shares.
|
||||
|
Item 4(b).
|
Percent of Class:
|
|||
|
As of December 20, 2011, the number of Shares outstanding was 11,591,243 according to the Issuer’s Schedule TO filed on December 20, 2011. As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 9.62% of the total number of Shares outstanding.
|
||||
|
Item 4(c).
|
Number of shares as to which such person has:
|
|||
|
Halcyon Asset Management LLC
|
|||
|
(i)
|
Sole power to vote or direct the vote
|
1,115,457
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
1,115,457
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
|
|
Halcyon Offshore Asset Management LLC
|
|||
|
(i)
|
Sole power to vote or direct the vote
|
1,115,457
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
1,115,457
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
|
|
CUSIP NO. 86272T304, 86272T403, 86272T502
|
Page 6 of 9 Pages
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
|
This Item 5 is not applicable.
|
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person:
|
|
This Item 6 is not applicable.
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
|
|
This Item 7 is not applicable.
|
|
|
Item 8.
|
Identification and Classification of Members of the Group:
|
|
The Reporting Persons listed in Item 2(a), both of which are registered as investment advisers under Section 203 of the Investment Advisers Act of 1940, may be deemed to be a group. The Reporting Persons share common ownership and management.
|
|
|
Item 9.
|
Notice of Dissolution of Group:
|
|
This Item 9 is not applicable.
|
|
|
Item 10.
|
Certification:
|
|
By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
|
|
CUSIP NO. 86272T304, 86272T403, 86272T502
|
Page 7 of 9 Pages
|
|
Date: February 9, 2012
|
HALCYON ASSET MANAGEMENT LLC
|
|
By: /s/ Thomas Hirschfeld
|
|
|
Name: Thomas Hirschfeld
|
|
|
Title: Chief Operating Officer
|
|
|
Date: February 9, 2012
|
HALCYON OFFSHORE ASSET MANAGEMENT LLC
|
|
By: /s/ Thomas Hirschfeld
|
|
|
Name: Thomas Hirschfeld
|
|
|
Title: Chief Operating Officer
|
|
|
CUSIP NO. 86272T304, 86272T403, 86272T502
|
Page 8 of 9 Pages
|
|
A.
|
Joint Filing Agreement, dated as of February 9, 2012, by and among Halcyon Asset Management LLC and Halcyon Offshore Asset Management LLC
|
13
|
|
CUSIP NO. 86272T304, 86272T403, 86272T502
|
Page 9 of 9 Pages
|
|
Date: February 9, 2012
|
HALCYON ASSET MANAGEMENT LLC
|
|
By: /s/ Thomas Hirschfeld
|
|
|
Name: Thomas Hirschfeld
|
|
|
Title: Chief Operating Officer
|
|
|
Date: February 9, 2012
|
HALCYON OFFSHORE ASSET MANAGEMENT LLC
|
|
By: /s/ Thomas Hirschfeld
|
|
|
Name: Thomas Hirschfeld
|
|
|
Title: Chief Operating Officer
|
|