Securities Registration (section 12(b)) (8-a12b)
July 15 2021 - 4:02PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on July 15, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Sunstone Hotel Investors, Inc.
(Exact name of registrant as specified in its charter)
Maryland
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20-1296886
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(State of incorporation or organization)
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(I.R.S. Employer Identification no.)
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200 Spectrum Center Drive, 21st Floor
Irvine, California
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92618
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section
12(b) of the Act:
Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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5.70% Series I Cumulative Redeemable
Preferred Stock, par value $0.01 per share
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The New York Stock Exchange
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If this form
relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) or (e), please check the following box. x
If this form
relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d) or (e), please check the following box. ¨
If this form
relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation
A offering statement file number to which this form relates: 333-236538.
Securities to be registered pursuant to Section
12(g) of the Act: None.
Item 1.
Description of Registrant’s Securities to be Registered.
Sunstone Hotel Investors, Inc. (the “Registrant”)
hereby incorporates by reference herein the description of its 5.70% Series I Cumulative Redeemable Preferred Stock, par value $0.01 per
share (the “Series I Preferred Stock”), to be registered hereunder set forth under the heading “Description
of the Series I Preferred Stock” in the Registrant’s prospectus supplement, dated July 13, 2021, forming part of its Registration
Statement on Form S-3 (File No. 333-236538), filed with the Securities and Exchange Commission (the “SEC”) pursuant
to the Securities Act of 1933, as amended, on February 20, 2020, which was effective upon filing with the SEC, covering the offer and
sale of shares of the class of the securities to be registered hereby. The Series I Preferred Stock is expected to be listed on the New
York Stock Exchange.
Item 2.
Exhibits.
The documents listed below are filed as exhibits to this registration
statement:
Exhibit
Number
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Description
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3.1
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Articles of Amendment and Restatement of Sunstone Hotel Investors, Inc. (incorporated by reference to Exhibit 3.1 to the registration statement on Form S-11/A (File No. 333-117141), filed by the Registrant on October 20, 2004).
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3.2
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Second Amended and Restated Bylaws of Sunstone Hotel Investors, Inc., effective as of November 15, 2018 (incorporated by reference to Exhibit 3.1 to Form 8-K, filed by the Registrant on November 15, 2018).
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3.3*
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Articles Supplementary designating the Series I Preferred Stock of Sunstone Hotel Investors, Inc.
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4.1*
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Form of Specimen Certificate of Series I Preferred Stock of Sunstone Hotel Investors, Inc.
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* Filed herewith
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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Sunstone Hotel Investors, Inc.
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Date: July 15, 2021
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By:
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/s/ Bryan A. Giglia
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Name:
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Bryan A. Giglia
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Title:
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Chief Financial Officer
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