Item 8.01 Other Events.

Offering of Common Stock

Sunstone Hotel Investors, Inc. (the "Company") and Sunstone Hotel Partnership, LLC, its wholly owned subsidiary, entered into an underwriting agreement dated January 28, 2013 (the "Underwriting Agreement") with Citigroup Global Markets Inc., the underwriter, to issue and sell 22,000,000 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. 333-171712), as supplemented by the prospectus supplement filed on January 28, 2013 with the Securities and Exchange Commission. The Company granted to the underwriters an option to purchase up to 3,300,000 additional shares of the Company's common stock. The Underwriting 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.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No. Description 1.1 Underwriting Agreement, dated January 28, 2013. 5.1 Opinion of Venable LLP. 23.1 Consent of Venable LLP (included in Exhibit 5.1). 99.1 Information relating to Item 14 of the Registration Statement on Form S-3 (File No. 333-171712).

---