Edgar Filing: Langer Jonathan A

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 ^*

Langer Jonathan A

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

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

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

(Last)

(First)

(Middle)

C/O GOLDMAN, SACHS & CO., 85 BROAD STREET

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)
_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	01/20/2006		C⁽³⁾		1,655,293	A	$ 0 ⁽⁴⁾	7,178,147	I	See Footnotes ⁽¹⁾ ⁽²⁾

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, LLC Units (right to acquire)

⁽⁴⁾

01/20/2006

C⁽³⁾

1,655,293

⁽⁴⁾

Common Stock

1,655,293

⁽³⁾ ⁽⁴⁾

See Footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Langer Jonathan A C/O GOLDMAN, SACHS & CO. 85 BROAD STREET NEW YORK, NY 10004	X

Signatures

/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)	The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a direct and indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein as indirectly owned except to the extent of his pecuniary interest therein, if any.
(2)	The securities reported herein as indirectly owned are beneficially owned directly by limited liability companies of which affiliates of Goldman Sachs and GS Group are the general partner, managing member, manager, member or investment manager ("WH Entities").
(3)	The 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, L.L.C., which is a WH Entity, acquired 855,558 shares of Common Stock in exchange for an equal number of SHC Funding Units and W9/WHSHC, L.L.C.I, which is a WH Entity, acquired 799,735 shares of Common Stock in exchange for an equal number of SHC Funding Units.
(4)	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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