Strategic Hotels and Resorts, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

STRATEGIC HOTELS & RESORTS, INC.

(Name of Issuer)

 

 

Common Stock, $.01 par value

(Title of Class of Securities)

 

 

86272T106

(CUSIP Number)

 

 

Anthony R. Manno, Jr.

Security Capital Research & Management Incorporated

10 South Dearborn Street, Suite 1400

Chicago, Illinois 60603

(312) 385-8300

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

 

June 22, 2009

(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. 86272T106

 

  1.  

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

Security Capital Research & Management Incorporated (FEIN 36-4130398)

    
  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):

 

OO             

    
  5.  

Check 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:

 

        3,905,300

 

  8.    Shared Voting Power:

 

        0

 

  9.    Sole Dispositive Power:

 

        4,775,400

 

10.    Shared Dispositive Power:

 

        0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

4,775,400

    
12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

    
13.  

Percent of Class Represented by Amount in Row (11):

 

6.4%

    
14.  

Type of Reporting Person (See Instructions):

 

IA

    

 

 

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This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends and supplements the Schedule 13D filed on November 21, 2008, as amended by Amendment No. 1 to the Schedule 13D filed on June 17, 2009 and Amendment No. 2 to the Schedule 13D filed on June 22, 2009. Unless otherwise indicated, all capitalized terms in this Amendment No. 3 have the meanings set forth in the original Schedule 13D for such terms. This Amendment No. 3 amends the Schedule 13D to include the information set forth below.

Item 5. Interest in Securities of the Issuer

(a) and (b) As of June 23, 2009, SCR&M beneficially owned 4,775,400 shares of Common Stock (approximately 6.4% of the outstanding shares of Common Stock). SCR&M has the sole power to vote 3,905,300 shares, and the sole power to dispose 4,775,400 shares. It does not have voting power over 870,100 shares. .

(c) The transactions by SCR&M in shares of Common Stock during the past 60 days are described in Appendix B.

(d) SCR&M is an investment adviser which has, pursuant to investment advisory contracts, invested in the shares of Common Stock on behalf of its clients who are entitled to receive, or have the power to direct the receipt of, dividends from, or the proceeds from the sale of, such shares of Common Stock.

(e) Not applicable.

 

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SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Date: June 24, 2009

Security Capital Research & Management Incorporated

 

By:   /s/ Anthony R. Manno Jr.
Name:   Anthony R. Manno Jr.
Title:   Chief Executive Officer, President and Director

 

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APPENDIX B

TRANSACTIONS IN SHARES OF COMMON STOCK OF THE COMPANY

DURING THE PAST 60 DAYS

Each of the transactions identified below was conducted on behalf of its clients in accordance with their respective investment advisory contracts. All of the transactions were conducted on the New York Stock Exchange [through electronic communications networks]. If only one trade occurred on a day, the price per share is reflected in the Weighted Average Price column.

 

Transaction

Date

  

Transaction

  

Number of

Shares

  

High

  

Low

  

Weighted

Average Price

6/22/09

   Sale   960,000   $1.18   $1.00   $1.0246

6/23/09

   Sale   21,800   $1.00   $0.97   $0.9990

 

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