Sunstone Hotel Investors, Inc. (NYSE:SHO-F) Files An 8-K Other Events

Item 8.01.Other Events.

On February 24, 2017, the Company and its operating partnership,
Sunstone Hotel Partnership, LLC, entered into equity distribution
agreements (collectively, the Equity Distribution Agreements)
with each of Merrill Lynch, Pierce, Fenner Smith Incorporated,
J.P.Morgan Securities LLC and Wells Fargo Securities, LLC
(together, the Sales Agents), to which the Company may sell the
Companys shares of common stock, par value $0.01 per share,
having an aggregate offering price of up to $300,000,000 (the
Shares), from time to time through any of the Sales Agents,
acting as sales agent and/or principal.

to the Equity Distribution Agreements, the Shares may be offered
and sold through each of the Sales Agents in transactions that
are deemed to be at the market offerings as defined in Rule 415
under the Securities Act of 1933, as amended, including sales
made by means of ordinary brokers transactions, including
directly on the New York Stock Exchange or sales made to or
through a market maker other than on an exchange or, subject to
the terms of a written notice from the Company, in privately
negotiated transactions. Each Sales Agent will be entitled to
compensation that will not exceed, but may be lower than, 2.0% of
the gross proceeds of the Shares sold through that Sales Agent
from time to time under the applicable Equity Distribution
Agreement. The Company has no obligation to sell any of the
Shares under any of the Equity Distribution Agreements and may at
any time suspend solicitations and offers under each of the
Equity Distribution Agreements.

The Shares will be issued to the Companys Registration Statement
on Form S-3 (File No. 333-216233). The Company filed a prospectus
supplement, dated February 24, 2017, to the prospectus, dated
February 24, 2017, with the Securities and Exchange Commission in
connection with the offer and sale of the Shares.

The Company expects to engage in investment banking, brokerage
and other dealings with each of the Sales Agents and their
affiliates in the ordinary course of business and to pay
customary fees and commission for their services on those
transactions.

The foregoing description of the Equity Distribution Agreements
is not complete and is qualified in its entirety by reference to
the entire Equity Distribution Agreements, copies of which are
attached hereto as Exhibits 1.1, 1.2 and 1.3 and incorporated
herein by reference.

In connection with the filing of the Equity Distribution
Agreements, the Company is filing as Exhibit 5.1 to this Current
Report on Form 8-K the opinion of its counsel, Venable LLP.

Independent from the Equity Distribution Agreements, on February
17, 2017, the Board authorized a share repurchase program to
acquire up to $300.0 million of the Companys common and preferred
stock. Future purchases will depend on various factors, including
the Companys capital needs as well as the Companys common and
preferred stock price.

Forward-Looking Statements

This Current Report on Form 8-K may contain forward-looking
statements within the meaning of the federal securities laws.
Forward-looking statements are based on certain assumptions and
can include future expectations, future plans and strategies,
financial and operating projections or other forward-looking
information.

These forward-looking statements are subject to various risks and
uncertainties, not all of which are known to the Company and many
of which are beyond the Companys control, which could cause
actual results to differ materially from such statements. These
risks and uncertainties include, but are not limited to, the
state of the U.S. economy, supply and demand in the hotel
industry and other factors as are described in greater detail in
the Companys filings with the Securities and Exchange Commission,
including, without limitation, the Companys Annual Report on Form
10-K for the year ended December 31, 2016. Unless legally
required, the Company disclaims any obligation to update any
forward-looking statements, whether as a result of new
information, future events or otherwise.

Sunstone Hotel Investors, Inc. (NYSE:SHO-F) Recent Trading Information

Sunstone Hotel Investors, Inc. (NYSE:SHO-F) closed its last trading session down -0.17 at 25.27 with 2,790 shares trading hands.