Robert C. Springer - Mar 7, 2022 Form 4 Insider Report for Sunstone Hotel Investors, Inc. (SHO)

Role: President and CIO
Signature: /s/ Robert C. Springer
Stock symbol: SHO
Transactions as of: Mar 7, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/8/2022, 04:17 PM
Previous filing: Feb 17, 2022
Next filing: Jun 13, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SHO	Common Stock	Award		+62.7K	+13.11%		541K	Mar 7, 2022	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SHO	Restricted Stock Units	Award	$0	+94K		$0.00	94K	Mar 7, 2022	Common Stock	94K		Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On March 7, 2022, Sunstone Hotel Investors, Inc. (the "Company") granted 62,668 restricted shares of common stock to the Reporting Person pursuant to its 2004 Long-Term Incentive Plan, as amended and restated November 1, 2019 ("LTIP"). Such shares are subject to the satisfaction of vesting requirements over a five-year period with 10% on each of the first four anniversaries and 60% on the fifth anniversary of the grant date.
F2	Number of securities rounded to the nearest whole share.
F3	Each performance-based restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's common stock.
F4	Represents an award of RSU's under the Company's LTIP that was approved by the Compensation Committee. One-fifth of the RSU's will be considered earned when the Company achieves each of the following average closing stock price targets of $13.50, $15.00, $16.50, $18.00 and $19.50 over a consecutive 20-trading day period during the five-year performance period ("Price Per Share Goal"), subject to the Reporting Person's continued service. Each earned RSU will vest on the later of the third anniversary of the grant date and the date on which the Price Per Share Goal is achieved.