ITEM 8.01 OTHER EVENTS

Sunstone Hotel Investors, Inc. (the "Company") and Sunstone Hotel Partnership, LLC, its wholly owned subsidiary, entered into a purchase agreement dated October 16, 2009 (the "Purchase Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, to issue and sell 20,000,000 shares of the Company's common stock (the "Shares"). All Shares were offered by the Company and were sold under the Company's registration statement on Form S-3 (File No. 333-155101), as supplemented by the prospectus supplement filed October 16, 2009 with the Securities and Exchange Commission. The Company granted to the underwriters an option to purchase up to 3,000,000 shares of the Company's common stock to cover over-allotments and the Company announced on October 16, 2009 that the underwriters elected to exercise their over-allotment option in full at the closing of the offering. The Purchase Agreement is attached hereto as Exhibit 1.1.

Attached hereto as Exhibit 5.1 is the opinion of Venable LLP relating to the legality of the Shares and attached hereto as Exhibit 8.1 is the opinion of Latham & Watkins LLP relating to tax matters.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No. Description 1.1 Purchase Agreement, dated October 16, 2009. 5.1 Opinion of Venable LLP. 8.1 Opinion of Latham & Watkins LLP. 23.1 Consent of Venable LLP (included in Exhibit 5.1). 23.2 Consent of Latham & Watkins LLP (included in Exhibit 8.1). 99.1 Information relating to Item 14 of the Registration Statement on Form S-3 (File No. 333-155101).

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