Edgar Filing: BRIDGE STREET REAL ESTATE 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 ^*

WHITEHALL STREET REAL ESTATE LP IX /NY

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 STREET,

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2006

(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	01/30/2006		S⁽⁴⁾		5,935,452 ⁽⁴⁾	D	$ 19.05	1,242,695	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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
WHITEHALL STREET REAL ESTATE LP IX /NY 85 BROAD STREET NEW YORK, NY 10004		X
BRIDGE STREET REAL ESTATE FUND 1998 LP 85 BROAD STREET NEW YORK, NY 10004		X
STONE STREET REAL ESTATE FUND 1998 LP 85 BROAD STREET NEW YORK, NY 10004		X
STONE STREET W9/WHSHC CORP. 85 BROAD STREET, 10TH FL NEW YORK, NY 10004		X
Stone Street 1997 Realty, L.L.C. 85 BROAD STREET 10TH FLOOR NEW YORK, NY 10004		X
WH Advisors, L.L.C., IX 85 BROAD STREET 10TH FLOOR NEW YORK, NY 10004		X
Stone Street 1998 Realty, L.L.C. 85 BROAD STREET 10TH FLOOR NEW YORK, NY 10004		X
BRIDGE STREET REAL ESTATE FUND 1997 LP 85 BROAD STREET NEW YORK, NY 10004		X

Signatures

/s/ Roger S. Begelman, Attorney-in-fact		02/01/2006
^**Signature of Reporting Person		Date
/s/ Roger S. Begelman, Attorney-in-fact		02/01/2006
^**Signature of Reporting Person		Date
/s/ Roger S. Begelman, Attorney-in-fact		02/01/2006
^**Signature of Reporting Person		Date
/s/ Roger S. Begelman, Attorney-in-fact		02/01/2006
^**Signature of Reporting Person		Date
/s/ Roger S. Begelman, Attorney-in-fact		02/01/2006
^**Signature of Reporting Person		Date
/s/ Roger S. Begelman, Attorney-in-fact		02/01/2006
^**Signature of Reporting Person		Date
/s/ Roger S. Begelman, Attorney-in-fact		02/01/2006
^**Signature of Reporting Person		Date
/s/ Roger S. Begelman, Attorney-in-fact		02/01/2006
^**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 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. After giving effect to the disposition reported in this Form 4, WHSHC LLC beneficially owns directly 642,302 shares of Common Stock and W9 LLC beneficially owns directly 600,393 shares of Common Stock.
(4)	Pursuant to an underwriting agreement, dated January 24, 2006, among SHC, Strategic Hotel Funding, L.L.C., the selling stockholders named therein, and Deutsche Bank Securities Inc. and Wachovia Capital Markets, LLC, as representatives of the underwriters (the "Underwriters"), on January 30, 2006, WHSHC LLC and W9 LLC sold to the Underwriters an aggregate of 5,935,452 shares of Common Stock at an aggregate price of approximately $113,000,000.
Remarks: The members of WHSHC LLC are, Whitehall Real Estate VII, Bridge 1997, Stone 1997, Bridge Real Estate 1997, Stone Real Estate 1997 and Stone Street Corp. The members of W9 LLC are Bridge 1997, Stone 1997, Stone Street Corp., Whitehall Real Estate IX, Stone Real Estate 1998, Bridge Real Estate 1998 and Stone W9 Corp. WH Advisors VII is the general partner of Whitehall Real Estate VII, Stone 1997 LLC is the general partner of Bridge 1997 and Stone 1997, Stone 1997 Realty is the general partner of Bridge Real Estate 1997 and Stone Real Estate 1997, WH Advisors IX is the general partner of Whitehall Real Estate IX, Stone 1998 Realty is the general partner of Bridge Real Estate 1998 and Stone Real Estate 1998. The Reporting Persons each disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any.

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