Edgar Filing: GELLER LAURENCE S

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GELLER LAURENCE S

2. Issuer Name and Ticker or Trading Symbol
STRATEGIC HOTELS & RESORTS, INC [BEE]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(Last)

(First)

(Middle)

200 WEST MADISON STREET, SUITE 1700

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2009

(Street)

CHICAGO, IL 60606

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/31/2009		A		46,290 ⁽¹⁾ ⁽²⁾	A	$ 0	669,417	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GELLER LAURENCE S 200 WEST MADISON STREET SUITE 1700 CHICAGO, IL 60606	X		President and CEO

Signatures

By: /s/ Paula C. Maggio as Attorney-in-Fact		01/05/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Common stock in the form of restricted stock units under the amended and restated 2004 Incentive Plan payable solely in stock and subject to the terms and conditions of the amended and restated 2004 Incentive Plan and the grant document implementing the provisions of the amended and restated employment agreement dated as of September 7, 2006 between Laurence Geller and Strategic Hotels & Resorts, Inc. as amended ("Geller Employment Agreement") as performance shares. The number of restricted stock units earned on December 31, 2009 as performance shares under the Geller Employment Agreement is based 33% on relative total shareholder return and 67% on achievement of budgeted FFO. No performance shares based on relative total shareholder return were earned on December 31, 2009.
(2)	Because FFO for 2009 has not yet been determined, the number set forth as acquired is the maximum possible number that could be earned under the Geller Employment Agreement for the FFO portion of the performance award for 2009 performance plus reinvested dividend equivalent units. An amended Form 4 will be filed after FFO for 2009 has been determined if the FFO portion of the performance award is less than the maximum.

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