Specimen Certificate of Common Stock of Sunstone Hotel Investors,Inc.



 EXHIBIT 4.1 
  


					
	 COMMON STOCK
	  	

	  	COMMON STOCK
	  
 Number
 SHO-
	  	  	  
 Shares

	 	  	  	CUSIP 867892 10 1
	INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND	  	 	  	SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION

  
 THIS CERTIFIES THAT 

 
 is the owner of 
  
 FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.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 certificate 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. 
  

									
	[SEAL]	  	Dated:	  	 	  	 	  	 
					
	 	  	 	  	/s/    JON D. KLINE        	  	 	  	/s/    ROBERT A.
ALTER        
	 	  	 	  	Secretary	  	 	  	President and Chief Executive Officer

  

			
	 COUNTERSIGNED AND REGISTERED:
 AMERICAN STOCK TRANSFER & TRUST COMPANY
 TRANSFER AGENT AND REGISTRAR,

		
	 BY
	 	 
	 	 	AUTHORIZED SIGNATURE

  









 SUNSTONE HOTEL INVESTORS, INC. 
  
 IMPORTANT NOTICE 
  
 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 of Directors to set such rights and preferences of subsequent series. The foregoing summary does not purport to be complete and
is subject to and qualified in its entirety by reference to the Charter, a copy of which will be sent without charge to each stockholder who so requests. Such request must be made to the Secretary of the Corporation at its principal office or to the
Transfer Agent. 
  
 The shares represented by this certificate are
subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose, among others, of the Corporation’s maintenance of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended,
or any successor statute (the “Code”). Subject to certain further restrictions and except as expressly provided in the Corporation’s Charter, (i) no Person may Beneficially or Constructively Own shares of the Corporation’s Common
Stock in excess of 9.8 percent (in value or number of shares) of the outstanding shares of Common Stock of the Corporation unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may
Beneficially or Constructively Own shares of Capital Stock of the Corporation in excess of 9.8 percent of the value of the total outstanding shares of Capital Stock of the Corporation, unless such Person is an Excepted Holder (in which case the
Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially or Constructively Own Capital Stock that 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 shares of Capital Stock if such Transfer would result in the Capital Stock of the Corporation being owned by fewer than 100 Persons. Any Person who Beneficially or Constructively Owns or
attempts to Beneficially or Constructively Own shares of Capital Stock which causes or will cause a Person to Beneficially or Constructively Own shares of Capital Stock in excess or in violation of the above limitations must immediately notify the
Corporation. If any of the restrictions on transfer or ownership are violated, the shares of Capital Stock represented hereby will be automatically transferred to a 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 capitalized terms in this legend have the meanings defined in the Charter of the
Corporation, 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 Capital Stock of the Corporation 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 
  

  

	
	 PLEASE INSERT SOCIAL SECURITY OR
 OTHER IDENTIFYING NUMBER OF ASSIGNEE

	
	  

  
  

 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE 
  

  

  
                                       
                                        
                                        
                                        
                                        
   Shares of the Common Stock represented by the within Certificate, and do(es) hereby irrevocably constitute and appoint 
  
                                       
                                        
                                        
                                        
                                       Attorney to
transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. 
  

									
	 	 	 	 	X	 	 
					
	Dated  	 	 	 	 	 	X	 	 
	 	 	 	 	 	 	NOTICE:	 	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.

  
 Signature(s) Guaranteed: 

 

			
	 
		
	By	 	 
	 	 	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

  
  
 KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
REPLACEMENT CERTIFICATE.