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SUNSTONE HOTEL INVESTORS, INC. FILES (8-K) Disclosing Other Events, Financial Statements and Exhibits

June 25, 2014

Item 8.01 Other Events.

Offering of Common Stock

Sunstone Hotel Investors, Inc. (the "Company") and Sunstone Hotel Partnership, LLC, its wholly owned subsidiary, entered into an underwriting agreement dated June 20, 2014 (the "Underwriting Agreement") with J.P. Morgan Securities LLC, the underwriter, to issue and sell 18,000,000 shares of the Company's common stock (the "Shares"). All Shares were offered by the Company and were sold under the Company's registration statement on Form S-3 (File No. 333-193311), as supplemented by the prospectus supplement filed on June 19, 2014 with the Securities and Exchange Commission. The Company granted the underwriter an option to purchase up to 2,700,000 additional shares of the Company's common stock. The Underwriting Agreement is attached hereto as Exhibit 1.1.

Attached hereto as Exhibit 5.1 is the opinion of Venable LLP relating to the legality of the Shares. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit No. Description 1.1 Underwriting Agreement, dated June 20, 2014. 5.1 Opinion of Venable LLP. 23.1 Consent of Venable LLP (included in Exhibit 5.1). 99.1 Information relating to Item 14 of the Registration Statement on Form S-3 (File No. 333-193311). 2


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Source: Edgar Glimpses

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