SHO Sunstone Hotel Investors Inc

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                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Springer Robert C	2. Issuer Name and Ticker or Trading Symbol Sunstone Hotel Investors, Inc. [ SHO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Investment Officer
(Last)          (First)          (Middle) 200 SPECTRUM CENTER DRIVE, 21ST FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 2/13/2020
(Street) IRVINE, CA 92618 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	2/13/2020		A		79142	A	(1)	343695 (2)	D
Common Stock	2/17/2020		F		11322	D	(3)	332373 (2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	On February 13, 2020, Sunstone Hotel Investors, Inc. (the "Company") granted 79,142 restricted shares of common stock to the Reporting Person pursuant to its 2004 Long-Term Incentive Plan. Such shares are subject to the satisfaction of vesting requirements over a three-year period.
(2)	Number of securities rounded to the nearest whole share.
(3)	On February 17, 2020, 21,505 restricted shares of the Company's common stock (awarded to the Reporting Person on February 17, 2017) vested, and 11,322 shares of the Company's common stock were withheld to satisfy tax withholding obligations. The closing price on February 14, 2020 (as February 17, 2020 fell on a holiday) of the Company's common stock on the New York Stock Exchange was $13.51 per share.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Springer Robert C 200 SPECTRUM CENTER DRIVE 21ST FLOOR IRVINE, CA 92618			Chief Investment Officer

Signatures
/s/ Robert C. Springer		2/18/2020
**Signature of Reporting Person		Date