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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Sloan David Ryan   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) SVP - General Counsel (Last) (First) (Middle) 120 VANTIS, SUITE 350 3. Date of Earliest Transaction (Month/Day/Year) 02/15/2014 (Street) ALISO VIEJO, CA 92656 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 02/15/2014   F   4,006 D (1) 40,781 D   Common Stock 02/16/2014   F   1,908 D (2) 38,873 D   Common Stock 02/17/2014   F   1,185 D (3) 37,688 D   Common Stock 02/19/2014   A   23,901 A (4) 61,589 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Sloan David Ryan 120 VANTIS SUITE 350 ALISO VIEJO, CA 92656			SVP - General Counsel

Signatures

/s/ David R. Sloan		02/19/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On February 15, 2014, 9,646 restricted shares of common stock (awarded to the Reporting Person on February 15, 2013) vested, and 4,006 shares of common stock were withheld to satisfy tax withholding obligations. The closing price on February 14, 2014 (as February 15, 2014 fell on a weekend) of common stock of Sunstone Hotel Investors, Inc. on the New York Stock Exchange was $13.40 per share.
(2)	On February 16, 2014, 5,203 restricted shares of common stock (awarded to the Reporting Person on February 16, 2012) vested, and 1,908 shares of common stock were withheld to satisfy tax withholding obligations. The closing price on February 14, 2014 (as February 16, 2014 fell on a weekend) of common stock of Sunstone Hotel Investors, Inc. on the New York Stock Exchange was $13.40 per share.
(3)	On February 17, 2014, 3,233 restricted shares of common stock (awarded to the Reporting Person on February 17, 2011) vested, and 1,185 shares of common stock were withheld to satisfy tax withholding obligations. The closing price on February 14, 2014 (as February 17, 2014 fell on a holiday) of common stock of Sunstone Hotel Investors, Inc. on the New York Stock Exchange was $13.40 per share.
(4)	On February 19, 2014, Sunstone Hotel Investors, Inc. (the "Company") granted 23,901 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.

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