Exhibit 4.1


 


	6.125% Series H Cumulative Redeemable	6.125% Series H Cumulative Redeemable
	Preferred Stock, Par Value $0.01	Preferred Stock, Par Value $0.01






 


 


 


	Number	Shares
	PR H-	 



  


	INCORPORATED UNDER THE LAWS	CUSIP 867892 804
	OF THE STATE OF MARYLAND	SEE REVERSE FOR IMPORTANT NOTICE ON
	 	TRANSFER RESTRICTIONS AND
	 	OTHER INFORMATION



  


FULLY PAID AND NONASSESSABLE SHARES OF 6.125% SERIES
H CUMULATIVE REDEEMABLE PREFERRED STOCK, $0.01 PAR VALUE PER SHARE OF


 


SUNSTONE HOTEL INVESTORS, INC. 


 


(the “Corporation”) transferable on the books of the Corporation
by the holder hereof in person or by its duly authorized attorney upon the surrender of this certificates properly endorsed. This Certificate
and the shares represented hereby are issued and shall be held subject to all of the provisions of the charter of the Corporation (the
 “Charter”) and the Bylaws of the Corporation and any amendments thereto. This certificate is not valid until countersigned
by the Transfer Agent and registered by the Registrar.


 


WITNESS the facsimile seal of the Corporation
and the facsimile signatures of its duly authorized officers.


 


	[SEAL]     Dated: 	 	 	 	 
	 	 	 	 	 
	 	 	Secretary	 	Chief Financial Officer


  


COUNTERSIGNED AND REGISTERED:


AMERICAN STOCK TRANSFER & TRUST COMPANY 


TRANSFER AGENT AND REGISTRAR,


 


	BY	 	 
	 	 	 
	 	AUTHORIZED SIGNATURE	



 






    	 		 



     


    

  


SUNSTONE HOTEL INVESTORS, INC. 


 


IMPORTANT NOTICE 


CLASSES OF STOCK 


 


THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER,
ON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE INFORMATION REQUIRED BY SECTION 2-211(B) OF THE CORPORATIONS AND ASSOCIATIONS ARTICLE
OF THE ANNOTATED CODE OF MARYLAND WITH RESPECT TO THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,
LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS
WHICH THE CORPORATION HAS AUTHORITY TO ISSUE AND, IF THE CORPORATION IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES,
(I) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (II) THE AUTHORITY
OF THE BOARD TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE ISSUED AND
SHALL BE HELD SUBJECT TO ALL THE PROVISIONS OF THE CHARTER AND BYLAWS (COPIES OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION),
TO ALL OF WHICH THE HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF ASSENTS. 


 


RESTRICTION ON OWNERSHIP AND TRANSFER 


 


THE SHARES OF SERIES H PREFERRED STOCK REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION’S
MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
SUBJECT TO CERTAIN FURTHER RESTRICTIONS CONTAINED IN THE CHARTER AND EXCEPT AS EXPRESSLY PROVIDED IN THE ARTICLES SUPPLEMENTARY FOR THE
SERIES H PREFERRED STOCK, (i) NO ONE PERSON MAY BENEFICIALLY OWN SHARES OF THE CORPORATION’S SERIES H PREFERRED STOCK IN EXCESS
OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING SERIES H PREFERRED STOCK OF THE CORPORATION;
(ii) NO ONE PERSON MAY CONSTRUCTIVELY OWN SHARES OF THE CORPORATION’S SERIES H PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY
NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING SERIES H PREFERRED STOCK OF THE CORPORATION; (iii) NO ONE PERSON MAY
BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES H PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE CORPORATION BENEFICIALLY
OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN THE CORPORATION BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE
OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (iv) NO PERSON MAY TRANSFER SERIES H PREFERRED STOCK IF SUCH TRANSFER
WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY
OWN SHARES OF CAPITAL STOCK OF THE CORPORATION IN EXCESS OF 9.8% OF THE VALUE OF THE TOTAL OUTSTANDING SHARES OF CAPITAL STOCK OF THE
CORPORATION, UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (AS DEFINED IN THE CHARTER) (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE).
ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES H PREFERRED STOCK WHICH CAUSES
OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES H PREFERRED STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY
NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED, THE SERIES H PREFERRED STOCK REPRESENTED HEREBY
IN EXCESS OF SUCH RESTRICTIONS WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES.
IN ADDITION, THE CORPORATION MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION
IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE,
UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL
TERMS IN THIS LEGEND WHICH ARE DEFINED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES H PREFERRED STOCK SHALL HAVE THE MEANINGS ASCRIBED
TO THEM IN SUCH ARTICLES SUPPLEMENTARY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER
AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SERIES H PREFERRED STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY
BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.








 


 


The following abbreviations, when used in the
inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:


	 	 	 	 	 	 	 
	TEN COM-	 	as tenants in common	 	UNIF GIFT MIN ACT-                                       	 	Custodian                                       
	
     

        TEN ENT-
	 	
     

    as tenants by the entireties
	 	                                                       (Cust)	 	                                (Minor)
	 	 	 
	        JT TEN-	 	
    as joint tenants with right

    of survivorship and not as

    tenants in common 
	 	                                             under Uniform Gifts to Minors
	 	 	 	 	                                             Act                                                                                                       
	 	 	 	 	                            (State)
	 	 	 	 	UNIF TRF MIN ACT-                                         	 	Custodian (until age                )
	 	 	 	 	                                                       (Cust)	 	 
	 	 	 	 	                                                                                                            under Uniform Transfers
	 	 	 	 	                                                                 (Minor)
	 	 	 
	 	 	 	 	                                             to Minors Act                                                                  
	 	 	 	 	                                                                                                  (State)
	
     

    Additional abbreviations may also be used though
    not in the above list.

     

	For Value received,                                                                                                                    hereby sell, assign and transfer unto
	 
	
    



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