SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 3.02Unregistered Sales of Equity Securities
On April 9, 2021, Sunstone Hotel Investors, Inc. (the “Company”) entered into an agreement to issue 2,650,000 shares of Series G Cumulative Redeemable Preferred Stock with an aggregate liquidation preference of $66,250,000 (the “Preferred Stock”), subject to the future acquisition of a hotel. Absent the closing of the hotel acquisition, the Preferred Stock will not be issued. The shares of Preferred Stock will not be convertible or exercisable for other securities of the Company. The closing of the hotel acquisition is subject to customary closing conditions and there can be no assurance that the Company will complete any hotel acquisition.
The shares of Preferred Stock are being offered and will be sold without being registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), in reliance upon the exemption under Section 4(a)(2) of the Act.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Sunstone Hotel Investors, Inc.
Date: April 15, 2021
/s/ Bryan A. Giglia
Bryan A. Giglia
Principal Financial Officer and Duly Authorized Officer