Edgar Filing: BRIDGE STREET FUND 1997 LP

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 ^*

GOLDMAN SACHS GROUP INC/

2. Issuer Name and Ticker or Trading Symbol
STRATEGIC HOTEL CAPITAL INC [SLH]

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

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

(Last)

(First)

(Middle)

85 BROAD ST,

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2006

(Street)

NEW YORK, NY 10004

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	01/20/2006		C⁽⁴⁾		1,655,293	A	$ 0 ⁽⁵⁾	7,178,147	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Strategic Hotel Funding, L.L.C. Units (right to acquire)

⁽⁵⁾

01/20/2006

C⁽⁴⁾

1,655,293

⁽⁵⁾

Common Stock

1,655,293

⁽⁴⁾ ⁽⁵⁾

I ⁽⁴⁾

See Footnote ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GOLDMAN SACHS GROUP INC/ 85 BROAD ST NEW YORK, NY 10004		X
W9/WHSHC, L.L.C. I 85 BROAD STREET, 10TH FL NEW YORK, NY 10004		X
BRIDGE STREET FUND 1997 LP 85 BROAD STREET NEW YORK, NY 10004		X
Stone Street 1997 Realty, L.L.C. 85 BROAD STREET 10TH FLOOR NEW YORK, NY 10004		X
STONE STREET FUND 1997 LP 85 BROAD STREET NEW YORK, NY 10004		X
STONE STREET REAL ESTATE FUND 1997 LP 85 BROAD STREET NEW YORK, NY 10004		X
STONE STREET WHSHC CORP 85 BROAD STREET, 10TH FL NEW YORK, NY 10004		X
WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP VII 85 BROAD ST NEW YORK, NY 10004		X
WHSHC, L.L.C. 85 BROAD STREET, 10TH FL NEW YORK, NY 10004		X
WH Advisors, L.L.C., VII 85 BROAD STREET 10TH FLOOR NEW YORK, NY 10004		X

Signatures

/s/ Roger S. Begelman		01/24/2006
^**Signature of Reporting Person		Date
/s/ Roger S. Begelman		01/24/2006
^**Signature of Reporting Person		Date
/s/ Roger S. Begelman		01/24/2006
^**Signature of Reporting Person		Date
/s/ Roger S. Begelman		01/24/2006
^**Signature of Reporting Person		Date
/s/ Roger S. Begelman		01/24/2006
^**Signature of Reporting Person		Date
/s/ Roger S. Begelman		01/24/2006
^**Signature of Reporting Person		Date
/s/ Roger S. Begelman		01/24/2006
^**Signature of Reporting Person		Date
/s/ Roger S. Begelman		01/24/2006
^**Signature of Reporting Person		Date
/s/ Roger S. Begelman		01/24/2006
^**Signature of Reporting Person		Date
/s/ Roger S. Begelman		01/24/2006
^**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)	This statement is being filed by WHSHC, L.L.C. (WHSHC LLC), W9/WHSHC, L.L.C. I (W9 LLC), Whitehall Street Real Estate Limited Partnership VII (Whitehall Real Estate VII), Whitehall Street Real Estate Limited Partnership IX (Whitehall Real Estate IX), Bridge Street Fund 1997, L.P. (Bridge 1997), Stone Street Fund 1997, L.P. (Stone 1997), Bridge Street Real Estate Fund 1997, L.P. (Bridge Real Estate 1997), Stone Street Real Estate Fund 1997, L.P. (Stone Real Estate 1997), Stone Street WHSHC Corporation (Stone Street Corp.), Bridge Street Real Estate Fund 1998, L.P. (Bridge Real Estate 1998), Stone Street Real Estate Fund 1998, L.P. (Stone Real Estate 1998), Stone Street W9/WHSHC Corp. (Stone W9 Corp.), WH Advisors, L.L.C., VII (WH Advisors VII), Stone Street 1997, L.L.C. (Stone 1997 LLC), Stone Street 1997 Realty, L.L.C. (Stone 1997 Realty), WH Advisors, L.L.C., IX (WH Advisors IX), (continued in footnote 2),
(2)	Stone Street 1998 Realty, L.L.C. (Stone 1998 Realty) and The Goldman Sachs Group, Inc. ("GS Group", together with WHSHC LLC, W9 LLC, Whitehall Real Estate VII, Whitehall Real Estate IX, Bridge 1997, Stone 1997, Bridge Real Estate 1997, Stone Real Estate 1997, Stone Street Corp., Bridge Real Estate 1998, Stone Real Estate 1998, Stone W9 Corp., WH Advisors VII, Stone 1997 LLC, Stone 1997 Realty, WH Advisors IX and Stone 1998 Realty, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.
(3)	The Reporting Persons, other than WHSHC LLC and W9 LLC, may be deemed to beneficially own indirectly 7,178,147 shares of Strategic Hotel Capital, Inc. ("SHC") common stock, par value $0.01 per share ("Common Stock") by reason of WHSHC LLC's and W9 LLC's direct ownership of such shares. WHSHC LLC beneficially owns directly 3,710,112 shares of Common Stock and W9 LLC beneficially owns directly 3,468,035 shares of Common Stock.
(4)	Strategic Hotel Funding, L.L.C. ("SHC Funding") membership units ("SHC Funding Units") are exchangeable for shares of Common Stock. On January 20, 2006, WHSHC LLC acquired 855,558 shares of Common Stock in exchange for an equal number of SHC Funding Units and W9 LLC acquired 799,735 shares of Common Stock in exchange for an equal number of SHC Funding Units.
(5)	Holders of SHC Funding Units are entitled to present them for redemption for a cash amount equal to the then fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. SHC Funding Units are immediately eligible to be presented for redemption or became eligible as of June 29, 2005. There is no expiration date.

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