STONE STREET WHSHC CORP

SEC source: 0000891836-06-000023 · sc0013-06_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

W9/WHSHC, L.L.C. I · CIK 0001295407 · 10% owner

BRIDGE STREET FUND 1997 LP · CIK 0001037298 · 10% owner

STONE STREET FUND 1997 LP · CIK 0001037317 · 10% owner

STONE STREET REAL ESTATE FUND 1997 LP · CIK 0001037299 · 10% owner

STONE STREET WHSHC CORP · CIK 0001295408 · 10% owner

WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP VII · CIK 0001014603 · 10% owner

WHSHC, L.L.C. · CIK 0001295406 · 10% owner

WH Advisors, L.L.C., VII · CIK 0001295577 · 10% owner

Stone Street 1997, L.L.C. · CIK 0001295581 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,242,695

F4 · kind: Pursuant to an underwriting agreement, dated January 24, 2006, among SHC, Strategic Hotel Funding, L.L.C., the selling stockholders named therein, and Deustche Bank Securities Inc. and Wachovia Capital Markets, LLC, as representatives of the underwriters (the "Underwriters"), on January 30, 2006, WHSHC LLC and W9 LLC sold to the Underwriters an aggregate of 5,935,452 shares of Common Stock at an aggregate price of approximately $113,000,000.

F4 · shares: Pursuant to an underwriting agreement, dated January 24, 2006, among SHC, Strategic Hotel Funding, L.L.C., the selling stockholders named therein, and Deustche Bank Securities Inc. and Wachovia Capital Markets, LLC, as representatives of the underwriters (the "Underwriters"), on January 30, 2006, WHSHC LLC and W9 LLC sold to the Underwriters an aggregate of 5,935,452 shares of Common Stock at an aggregate price of approximately $113,000,000.

F1 · ownership.nature: This statement is being filed by WHSHC, L.L.C. (WHSHC LLC), W9/WHSHC, L.L.C. I (W9 LLC), Whitehall Street Real Estate Limited Partnership VII (Whitehall Real Estate VII), Whitehall Street Real Estate Limited Partnership IX (Whitehall Real Estate IX), Bridge Street Fund 1997, L.P. (Bridge 1997), Stone Street Fund 1997, L.P. (Stone 1997), Bridge Street Real Estate Fund 1997, L.P. (Bridge Real Estate 1997), Stone Street Real Estate Fund 1997, L.P. (Stone Real Estate 1997), Stone Street WHSHC Corporation (Stone Street Corp.), Bridge Street Real Estate Fund 1998, L.P. (Bridge Real Estate 1998), Stone Street Real Estate Fund 1998, L.P. (Stone Real Estate 1998), Stone Street W9/WHSHC Corp. (Stone W9 Corp.), WH Advisors, L.L.C., VII (WH Advisors VII), Stone Street 1997, L.L.C. (Stone 1997 LLC), Stone Street 1997 Realty, L.L.C. (Stone 1997 Realty), WH Advisors, L.L.C., IX (WH Advisors IX), (continued in footnote 2),

F2 · ownership.nature: Stone Street 1998 Realty, L.L.C. (Stone 1998 Realty) and The Goldman Sachs Group, Inc. ("GS Group", together with WHSHC LLC, W9 LLC, Whitehall Real Estate VII, Whitehall Real Estate IX, Bridge 1997, Stone 1997, Bridge Real Estate 1997, Stone Real Estate 1997, Stone Street Corp., Bridge Real Estate 1998, Stone Real Estate 1998, Stone W9 Corp., WH Advisors VII, Stone 1997 LLC, Stone 1997 Realty, WH Advisors IX and Stone 1998 Realty, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F3 · ownership.nature: The Reporting Persons, other than WHSHC LLC and W9 LLC, may be deemed to beneficially own indirectly shares of Strategic Hotel Capital, Inc. ("SHC") common stock, par value $0.01 per share ("Common Stock") by reason of WHSHC LLC's and W9 LLC's direct ownership of such shares. After giving effect to the disposition reported in this Form 4, WHSHC LLC beneficially owns directly 642,302 shares of Common Stock and W9 LLC beneficially owns directly 600,393 shares of Common Stock.

SEC source: 0000891836-06-000012 · sc0008-06_ex.xml · derivative · entry 2

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

W9/WHSHC, L.L.C. I · CIK 0001295407 · 10% owner

BRIDGE STREET FUND 1997 LP · CIK 0001037298 · 10% owner

Stone Street 1997 Realty, L.L.C. · CIK 0001295583 · 10% owner

STONE STREET FUND 1997 LP · CIK 0001037317 · 10% owner

STONE STREET REAL ESTATE FUND 1997 LP · CIK 0001037299 · 10% owner

STONE STREET WHSHC CORP · CIK 0001295408 · 10% owner

WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP VII · CIK 0001014603 · 10% owner

WHSHC, L.L.C. · CIK 0001295406 · 10% owner

WH Advisors, L.L.C., VII · CIK 0001295577 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 1,655,293 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_price: Holders of SHC Funding Units are entitled to present them for redemption for a cash amount equal to the then fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. SHC Funding Units are immediately eligible to be presented for redemption or became eligible as of June 29, 2005. There is no expiration date.

F4 · kind: Strategic Hotel Funding, L.L.C. ("SHC Funding") membership units ("SHC Funding Units") are exchangeable for shares of Common Stock. On January 20, 2006, WHSHC LLC acquired 855,558 shares of Common Stock in exchange for an equal number of SHC Funding Units and W9 LLC acquired 799,735 shares of Common Stock in exchange for an equal number of SHC Funding Units.

F4 · price: Strategic Hotel Funding, L.L.C. ("SHC Funding") membership units ("SHC Funding Units") are exchangeable for shares of Common Stock. On January 20, 2006, WHSHC LLC acquired 855,558 shares of Common Stock in exchange for an equal number of SHC Funding Units and W9 LLC acquired 799,735 shares of Common Stock in exchange for an equal number of SHC Funding Units.

F5 · price: Holders of SHC Funding Units are entitled to present them for redemption for a cash amount equal to the then fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. SHC Funding Units are immediately eligible to be presented for redemption or became eligible as of June 29, 2005. There is no expiration date.

F5 · derivative.exercise_date: Holders of SHC Funding Units are entitled to present them for redemption for a cash amount equal to the then fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. SHC Funding Units are immediately eligible to be presented for redemption or became eligible as of June 29, 2005. There is no expiration date.

F5 · derivative.expiration_date: Holders of SHC Funding Units are entitled to present them for redemption for a cash amount equal to the then fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. SHC Funding Units are immediately eligible to be presented for redemption or became eligible as of June 29, 2005. There is no expiration date.

F4 · ownership.direct: Strategic Hotel Funding, L.L.C. ("SHC Funding") membership units ("SHC Funding Units") are exchangeable for shares of Common Stock. On January 20, 2006, WHSHC LLC acquired 855,558 shares of Common Stock in exchange for an equal number of SHC Funding Units and W9 LLC acquired 799,735 shares of Common Stock in exchange for an equal number of SHC Funding Units.

F4 · ownership.nature: Strategic Hotel Funding, L.L.C. ("SHC Funding") membership units ("SHC Funding Units") are exchangeable for shares of Common Stock. On January 20, 2006, WHSHC LLC acquired 855,558 shares of Common Stock in exchange for an equal number of SHC Funding Units and W9 LLC acquired 799,735 shares of Common Stock in exchange for an equal number of SHC Funding Units.

SEC source: 0000891836-06-000012 · sc0008-06_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

W9/WHSHC, L.L.C. I · CIK 0001295407 · 10% owner

BRIDGE STREET FUND 1997 LP · CIK 0001037298 · 10% owner

Stone Street 1997 Realty, L.L.C. · CIK 0001295583 · 10% owner

STONE STREET FUND 1997 LP · CIK 0001037317 · 10% owner

STONE STREET REAL ESTATE FUND 1997 LP · CIK 0001037299 · 10% owner

STONE STREET WHSHC CORP · CIK 0001295408 · 10% owner

WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP VII · CIK 0001014603 · 10% owner

WHSHC, L.L.C. · CIK 0001295406 · 10% owner

WH Advisors, L.L.C., VII · CIK 0001295577 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,178,147

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · kind: Strategic Hotel Funding, L.L.C. ("SHC Funding") membership units ("SHC Funding Units") are exchangeable for shares of Common Stock. On January 20, 2006, WHSHC LLC acquired 855,558 shares of Common Stock in exchange for an equal number of SHC Funding Units and W9 LLC acquired 799,735 shares of Common Stock in exchange for an equal number of SHC Funding Units.

F5 · price: Holders of SHC Funding Units are entitled to present them for redemption for a cash amount equal to the then fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. SHC Funding Units are immediately eligible to be presented for redemption or became eligible as of June 29, 2005. There is no expiration date.

F1 · ownership.nature: This statement is being filed by WHSHC, L.L.C. (WHSHC LLC), W9/WHSHC, L.L.C. I (W9 LLC), Whitehall Street Real Estate Limited Partnership VII (Whitehall Real Estate VII), Whitehall Street Real Estate Limited Partnership IX (Whitehall Real Estate IX), Bridge Street Fund 1997, L.P. (Bridge 1997), Stone Street Fund 1997, L.P. (Stone 1997), Bridge Street Real Estate Fund 1997, L.P. (Bridge Real Estate 1997), Stone Street Real Estate Fund 1997, L.P. (Stone Real Estate 1997), Stone Street WHSHC Corporation (Stone Street Corp.), Bridge Street Real Estate Fund 1998, L.P. (Bridge Real Estate 1998), Stone Street Real Estate Fund 1998, L.P. (Stone Real Estate 1998), Stone Street W9/WHSHC Corp. (Stone W9 Corp.), WH Advisors, L.L.C., VII (WH Advisors VII), Stone Street 1997, L.L.C. (Stone 1997 LLC), Stone Street 1997 Realty, L.L.C. (Stone 1997 Realty), WH Advisors, L.L.C., IX (WH Advisors IX), (continued in footnote 2),

F2 · ownership.nature: Stone Street 1998 Realty, L.L.C. (Stone 1998 Realty) and The Goldman Sachs Group, Inc. ("GS Group", together with WHSHC LLC, W9 LLC, Whitehall Real Estate VII, Whitehall Real Estate IX, Bridge 1997, Stone 1997, Bridge Real Estate 1997, Stone Real Estate 1997, Stone Street Corp., Bridge Real Estate 1998, Stone Real Estate 1998, Stone W9 Corp., WH Advisors VII, Stone 1997 LLC, Stone 1997 Realty, WH Advisors IX and Stone 1998 Realty, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F3 · ownership.nature: The Reporting Persons, other than WHSHC LLC and W9 LLC, may be deemed to beneficially own indirectly 7,178,147 shares of Strategic Hotel Capital, Inc. ("SHC") common stock, par value $0.01 per share ("Common Stock") by reason of WHSHC LLC's and W9 LLC's direct ownership of such shares. WHSHC LLC beneficially owns directly 3,710,112 shares of Common Stock and W9 LLC beneficially owns directly 3,468,035 shares of Common Stock.

SEC source: 0000769993-05-000461 · slh4050630gsg_ex.xml · derivative · entry 2

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

W9/WHSHC, L.L.C. I · CIK 0001295407 · 10% owner

WH Advisors, L.L.C., VII · CIK 0001295577 · 10% owner

BRIDGE STREET FUND 1997 LP · CIK 0001037298 · 10% owner

Stone Street 1997, L.L.C. · CIK 0001295581 · 10% owner

STONE STREET FUND 1997 LP · CIK 0001037317 · 10% owner

STONE STREET REAL ESTATE FUND 1997 LP · CIK 0001037299 · 10% owner

STONE STREET WHSHC CORP · CIK 0001295408 · 10% owner

WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP VII · CIK 0001014603 · 10% owner

WHSHC, L.L.C. · CIK 0001295406 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,655,293

Underlying: Common Stock · 1,655,293 shares

Expires not disclosed

F5 · derivative.exercise_price: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Membership units are eligible to be presented for redemption. There is no expiration date.

F6 · kind: Following the merger of Strategic Hotel Capital Limited Partnership ("SHC LP") and Strategic Hotel Capital Limited Partnership - II into Strategic Hotel Capital, L.L.C. ("SHC LLC"), on June 30, 2005 WHSCH LLC acquired 855,558 SHC Funding membership units and W9 LLC acquired 799,735 SHC Funding membership units for no consideration through a distribution of its pro rata share of SHC Funding membership units held by SHC LLC. SHC LLC is controlled in part by the WH Entities. SHC LLC was the general partner of SHC LP. Prior reports reflected 5,106,551 SHC Funding membership units held directly by SHC LP.

F6 · price: Following the merger of Strategic Hotel Capital Limited Partnership ("SHC LP") and Strategic Hotel Capital Limited Partnership - II into Strategic Hotel Capital, L.L.C. ("SHC LLC"), on June 30, 2005 WHSCH LLC acquired 855,558 SHC Funding membership units and W9 LLC acquired 799,735 SHC Funding membership units for no consideration through a distribution of its pro rata share of SHC Funding membership units held by SHC LLC. SHC LLC is controlled in part by the WH Entities. SHC LLC was the general partner of SHC LP. Prior reports reflected 5,106,551 SHC Funding membership units held directly by SHC LP.

F5 · derivative.exercise_date: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Membership units are eligible to be presented for redemption. There is no expiration date.

F5 · derivative.expiration_date: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Membership units are eligible to be presented for redemption. There is no expiration date.

F1 · ownership.nature: This statement is being filed by WHSHC, L.L.C. (WHSHC LLC), W9/WHSHC, L.L.C. I (W9 LLC), Whitehall Street Real Estate Limited Partnership VII (Whitehall Real Estate VII), Whitehall Street Real Estate Limited Partnership IX (Whitehall Real Estate IX), Bridge Street Fund 1997, L.P. (Bridge 1997), Stone Street Fund 1997, L.P. (Stone 1997), Bridge Street Real Estate Fund 1997, L.P. (Bridge Real Estate 1997), Stone Street Real Estate Fund 1997, L.P. (Stone Real Estate 1997), Stone Street WHSHC Corporation (Stone Street Corp.), Bridge Street Real Estate Fund 1998, L.P. (Bridge Real Estate 1998), Stone Street Real Estate Fund 1998, L.P. (Stone Real Estate 1998), Stone Street W9/WHSHC Corp. (Stone W9 Corp.), WH Advisors, L.L.C., VII (WH Advisors VII), Stone Street 1997, L.L.C. (Stone 1997 LLC), Stone Street 1997 Realty, L.L.C. (Stone 1997 Realty), WH Advisors, L.L.C., IX (WH Advisors IX), (continued in footnote 2),

F2 · ownership.nature: Stone Street 1998 Realty, L.L.C. (Stone 1998 Realty) and The Goldman Sachs Group, Inc. ("GS Group", together with WHSHC LLC, W9 LLC, Whitehall Real Estate VII, Whitehall Real Estate IX, Bridge 1997, Stone 1997, Bridge Real Estate 1997, Stone Real Estate 1997, Stone Street Corp., Bridge Real Estate 1998, Stone Real Estate 1998, Stone W9 Corp., WH Advisors VII, Stone 1997 LLC, Stone 1997 Realty, WH Advisors IX and Stone 1998 Realty, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F3 · ownership.nature: Strategic Hotel Capital, L.L.C. ("SHC LLC") is controlled in part by WHSHC LLC and W9 LLC. The members of WHSHC LLC are, Whitehall Real Estate VII, Bridge 1997, Stone 1997, Bridge Real Estate 1997, Stone Real Estate 1997 and Stone Street Corp. The members of W9 LLC are Bridge 1997, Stone 1997, Stone Street Corp., Whitehall Real Estate IX, Stone Real Estate 1998, Bridge Real Estate 1998 and Stone W9 Corp. WH Advisors VII is the general partner of Whitehall Real Estate VII, Stone 1997 LLC is the general partner of Bridge 1997 and Stone 1997, Stone 1997 Realty is the general partner of Bridge Real Estate 1997 and Stone Real Estate 1997, WH Advisors IX is the general partner of Whitehall Real Estate IX, Stone 1998 Realty is the general partner of Bridge Real Estate 1998 and Stone Real Estate 1998. The Reporting Persons each disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any.

F7 · ownership.nature: The Reporting Persons, other than WHSHC LLC and W9 LLC, may be deemed to beneficially own indirectly, in aggregate, 1,655,293 SHC Funding membership units by reason of WHSHC LLC direct ownership of 855,558 SHC Funding membership units and W9 LLC direct ownership of 799,735 SHC Funding membership units.

SEC source: 0000769993-04-000584 · slh4040929gsg_ex.xml · derivative · entry 4

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

WHSHC, L.L.C. · CIK 0001295406 · 10% owner

W9/WHSHC, L.L.C. I · CIK 0001295407 · 10% owner

WH Advisors, L.L.C., VII · CIK 0001295577 · 10% owner

BRIDGE STREET FUND 1997 LP · CIK 0001037298 · 10% owner

Stone Street 1997, L.L.C. · CIK 0001295581 · 10% owner

STONE STREET FUND 1997 LP · CIK 0001037317 · 10% owner

STONE STREET REAL ESTATE FUND 1997 LP · CIK 0001037299 · 10% owner

STONE STREET WHSHC CORP · CIK 0001295408 · 10% owner

WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP VII · CIK 0001014603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,106,551

Underlying: Strategic Hotel Capital, Inc. Common Stock · 643,676 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_price: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible as of June 29, 2005. There is no expiration date.

F5 · kind: The Strategic Hotel Funding, L.L.C. ("SHC Funding") membership units are exchangeable for shares of Common Stock. On September 29, 2004, SHC LLC distributed, in aggregate, 2,141,729 SHC Funding membership units to its equity owners, which include WHSHC LLC and W9 LLC, on a pro rata basis for no consideration. Pursuant to that distribution, WHSHC LLC received 332,692 SHC Funding membership units which it exchanged for an equal amount of Common Stock and W9 LLC received 310,984 SHC Funding membership units which it exchanged for an equal amount of Common Stock.

F5 · price: The Strategic Hotel Funding, L.L.C. ("SHC Funding") membership units are exchangeable for shares of Common Stock. On September 29, 2004, SHC LLC distributed, in aggregate, 2,141,729 SHC Funding membership units to its equity owners, which include WHSHC LLC and W9 LLC, on a pro rata basis for no consideration. Pursuant to that distribution, WHSHC LLC received 332,692 SHC Funding membership units which it exchanged for an equal amount of Common Stock and W9 LLC received 310,984 SHC Funding membership units which it exchanged for an equal amount of Common Stock.

F6 · price: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible as of June 29, 2005. There is no expiration date.

F6 · derivative.exercise_date: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible as of June 29, 2005. There is no expiration date.

F6 · derivative.expiration_date: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible as of June 29, 2005. There is no expiration date.

F3 · ownership.nature: Strategic Hotel Capital, L.L.C. ("SHC LLC") is controlled in part by WHSHC LLC and W9 LLC. The members of WHSHC LLC are, Whitehall Real Estate VII, Bridge 1997, Stone 1997, Bridge Real Estate 1997, Stone Real Estate 1997 and Stone Street Corp. The members of W9 LLC are Bridge 1997, Stone 1997, Stone Street Corp., Whitehall Real Estate IX, Stone Real Estate 1998, Bridge Real Estate 1998 and Stone W9 Corp. WH Advisors VII is the general partner of Whitehall Real Estate VII, Stone 1997 LLC is the general partner of Bridge 1997 and St one 1997, Stone 1997 Realty is the general partner of Bridge Real Estate 1997 and Stone Real Estate 1997, WH Advisors IX is the general partner of Whitehall Real Estate IX, Stone 1998 Realty is the general partner of Bridge Real Estate 1998 and Stone Real Estate 1998. The Reporting Persons each disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F5 · ownership.nature: The Strategic Hotel Funding, L.L.C. ("SHC Funding") membership units are exchangeable for shares of Common Stock. On September 29, 2004, SHC LLC distributed, in aggregate, 2,141,729 SHC Funding membership units to its equity owners, which include WHSHC LLC and W9 LLC, on a pro rata basis for no consideration. Pursuant to that distribution, WHSHC LLC received 332,692 SHC Funding membership units which it exchanged for an equal amount of Common Stock and W9 LLC received 310,984 SHC Funding membership units which it exchanged for an equal amount of Common Stock.

F7 · ownership.nature: The Reporting Persons may be deemed to beneficially own indirectly 5,106,551 SHC Funding membership units by reason of Strategic Hotel Capital Limited Partnership's ("SHC LP") direct ownership of 5,106,551 SHC Funding membership units. SHC LLC is the general partner of SHC LP.

SEC source: 0000769993-04-000584 · slh4040929gsg_ex.xml · derivative · entry 3

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

WHSHC, L.L.C. · CIK 0001295406 · 10% owner

W9/WHSHC, L.L.C. I · CIK 0001295407 · 10% owner

WH Advisors, L.L.C., VII · CIK 0001295577 · 10% owner

BRIDGE STREET FUND 1997 LP · CIK 0001037298 · 10% owner

Stone Street 1997, L.L.C. · CIK 0001295581 · 10% owner

STONE STREET FUND 1997 LP · CIK 0001037317 · 10% owner

STONE STREET REAL ESTATE FUND 1997 LP · CIK 0001037299 · 10% owner

STONE STREET WHSHC CORP · CIK 0001295408 · 10% owner

WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP VII · CIK 0001014603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,750,227

Underlying: Strategic Hotel Capital, Inc. Common Stock · 643,676 shares

Expires not disclosed

F6 · derivative.exercise_price: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible as of June 29, 2005. There is no expiration date.

F5 · kind: The Strategic Hotel Funding, L.L.C. ("SHC Funding") membership units are exchangeable for shares of Common Stock. On September 29, 2004, SHC LLC distributed, in aggregate, 2,141,729 SHC Funding membership units to its equity owners, which include WHSHC LLC and W9 LLC, on a pro rata basis for no consideration. Pursuant to that distribution, WHSHC LLC received 332,692 SHC Funding membership units which it exchanged for an equal amount of Common Stock and W9 LLC received 310,984 SHC Funding membership units which it exchanged for an equal amount of Common Stock.

F5 · price: The Strategic Hotel Funding, L.L.C. ("SHC Funding") membership units are exchangeable for shares of Common Stock. On September 29, 2004, SHC LLC distributed, in aggregate, 2,141,729 SHC Funding membership units to its equity owners, which include WHSHC LLC and W9 LLC, on a pro rata basis for no consideration. Pursuant to that distribution, WHSHC LLC received 332,692 SHC Funding membership units which it exchanged for an equal amount of Common Stock and W9 LLC received 310,984 SHC Funding membership units which it exchanged for an equal amount of Common Stock.

F6 · price: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible as of June 29, 2005. There is no expiration date.

F6 · derivative.exercise_date: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible as of June 29, 2005. There is no expiration date.

F6 · derivative.expiration_date: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible as of June 29, 2005. There is no expiration date.

F3 · ownership.nature: Strategic Hotel Capital, L.L.C. ("SHC LLC") is controlled in part by WHSHC LLC and W9 LLC. The members of WHSHC LLC are, Whitehall Real Estate VII, Bridge 1997, Stone 1997, Bridge Real Estate 1997, Stone Real Estate 1997 and Stone Street Corp. The members of W9 LLC are Bridge 1997, Stone 1997, Stone Street Corp., Whitehall Real Estate IX, Stone Real Estate 1998, Bridge Real Estate 1998 and Stone W9 Corp. WH Advisors VII is the general partner of Whitehall Real Estate VII, Stone 1997 LLC is the general partner of Bridge 1997 and St one 1997, Stone 1997 Realty is the general partner of Bridge Real Estate 1997 and Stone Real Estate 1997, WH Advisors IX is the general partner of Whitehall Real Estate IX, Stone 1998 Realty is the general partner of Bridge Real Estate 1998 and Stone Real Estate 1998. The Reporting Persons each disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F5 · ownership.nature: The Strategic Hotel Funding, L.L.C. ("SHC Funding") membership units are exchangeable for shares of Common Stock. On September 29, 2004, SHC LLC distributed, in aggregate, 2,141,729 SHC Funding membership units to its equity owners, which include WHSHC LLC and W9 LLC, on a pro rata basis for no consideration. Pursuant to that distribution, WHSHC LLC received 332,692 SHC Funding membership units which it exchanged for an equal amount of Common Stock and W9 LLC received 310,984 SHC Funding membership units which it exchanged for an equal amount of Common Stock.

F7 · ownership.nature: The Reporting Persons may be deemed to beneficially own indirectly 5,106,551 SHC Funding membership units by reason of Strategic Hotel Capital Limited Partnership's ("SHC LP") direct ownership of 5,106,551 SHC Funding membership units. SHC LLC is the general partner of SHC LP.

SEC source: 0000769993-04-000584 · slh4040929gsg_ex.xml · derivative · entry 2

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

WHSHC, L.L.C. · CIK 0001295406 · 10% owner

W9/WHSHC, L.L.C. I · CIK 0001295407 · 10% owner

WH Advisors, L.L.C., VII · CIK 0001295577 · 10% owner

BRIDGE STREET FUND 1997 LP · CIK 0001037298 · 10% owner

Stone Street 1997, L.L.C. · CIK 0001295581 · 10% owner

STONE STREET FUND 1997 LP · CIK 0001037317 · 10% owner

STONE STREET REAL ESTATE FUND 1997 LP · CIK 0001037299 · 10% owner

STONE STREET WHSHC CORP · CIK 0001295408 · 10% owner

WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP VII · CIK 0001014603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,106,551

Underlying: Strategic Hotel Capital, Inc. Common Stock · 2,141,729 shares

Expires not disclosed

F6 · derivative.exercise_price: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible as of June 29, 2005. There is no expiration date.

F5 · kind: The Strategic Hotel Funding, L.L.C. ("SHC Funding") membership units are exchangeable for shares of Common Stock. On September 29, 2004, SHC LLC distributed, in aggregate, 2,141,729 SHC Funding membership units to its equity owners, which include WHSHC LLC and W9 LLC, on a pro rata basis for no consideration. Pursuant to that distribution, WHSHC LLC received 332,692 SHC Funding membership units which it exchanged for an equal amount of Common Stock and W9 LLC received 310,984 SHC Funding membership units which it exchanged for an equal amount of Common Stock.

F5 · price: The Strategic Hotel Funding, L.L.C. ("SHC Funding") membership units are exchangeable for shares of Common Stock. On September 29, 2004, SHC LLC distributed, in aggregate, 2,141,729 SHC Funding membership units to its equity owners, which include WHSHC LLC and W9 LLC, on a pro rata basis for no consideration. Pursuant to that distribution, WHSHC LLC received 332,692 SHC Funding membership units which it exchanged for an equal amount of Common Stock and W9 LLC received 310,984 SHC Funding membership units which it exchanged for an equal amount of Common Stock.

F6 · price: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible as of June 29, 2005. There is no expiration date.

F6 · derivative.exercise_date: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible as of June 29, 2005. There is no expiration date.

F6 · derivative.expiration_date: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible as of June 29, 2005. There is no expiration date.

F3 · ownership.nature: Strategic Hotel Capital, L.L.C. ("SHC LLC") is controlled in part by WHSHC LLC and W9 LLC. The members of WHSHC LLC are, Whitehall Real Estate VII, Bridge 1997, Stone 1997, Bridge Real Estate 1997, Stone Real Estate 1997 and Stone Street Corp. The members of W9 LLC are Bridge 1997, Stone 1997, Stone Street Corp., Whitehall Real Estate IX, Stone Real Estate 1998, Bridge Real Estate 1998 and Stone W9 Corp. WH Advisors VII is the general partner of Whitehall Real Estate VII, Stone 1997 LLC is the general partner of Bridge 1997 and St one 1997, Stone 1997 Realty is the general partner of Bridge Real Estate 1997 and Stone Real Estate 1997, WH Advisors IX is the general partner of Whitehall Real Estate IX, Stone 1998 Realty is the general partner of Bridge Real Estate 1998 and Stone Real Estate 1998. The Reporting Persons each disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F5 · ownership.nature: The Strategic Hotel Funding, L.L.C. ("SHC Funding") membership units are exchangeable for shares of Common Stock. On September 29, 2004, SHC LLC distributed, in aggregate, 2,141,729 SHC Funding membership units to its equity owners, which include WHSHC LLC and W9 LLC, on a pro rata basis for no consideration. Pursuant to that distribution, WHSHC LLC received 332,692 SHC Funding membership units which it exchanged for an equal amount of Common Stock and W9 LLC received 310,984 SHC Funding membership units which it exchanged for an equal amount of Common Stock.

F7 · ownership.nature: The Reporting Persons may be deemed to beneficially own indirectly 5,106,551 SHC Funding membership units by reason of Strategic Hotel Capital Limited Partnership's ("SHC LP") direct ownership of 5,106,551 SHC Funding membership units. SHC LLC is the general partner of SHC LP.

SEC source: 0000769993-04-000584 · slh4040929gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

WHSHC, L.L.C. · CIK 0001295406 · 10% owner

W9/WHSHC, L.L.C. I · CIK 0001295407 · 10% owner

WH Advisors, L.L.C., VII · CIK 0001295577 · 10% owner

BRIDGE STREET FUND 1997 LP · CIK 0001037298 · 10% owner

Stone Street 1997, L.L.C. · CIK 0001295581 · 10% owner

STONE STREET FUND 1997 LP · CIK 0001037317 · 10% owner

STONE STREET REAL ESTATE FUND 1997 LP · CIK 0001037299 · 10% owner

STONE STREET WHSHC CORP · CIK 0001295408 · 10% owner

WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP VII · CIK 0001014603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,522,854

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · kind: The Strategic Hotel Funding, L.L.C. ("SHC Funding") membership units are exchangeable for shares of Common Stock. On September 29, 2004, SHC LLC distributed, in aggregate, 2,141,729 SHC Funding membership units to its equity owners, which include WHSHC LLC and W9 LLC, on a pro rata basis for no consideration. Pursuant to that distribution, WHSHC LLC received 332,692 SHC Funding membership units which it exchanged for an equal amount of Common Stock and W9 LLC received 310,984 SHC Funding membership units which it exchanged for an equal amount of Common Stock.

F6 · price: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value of an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible as of June 29, 2005. There is no expiration date.

F1 · ownership.nature: This statement is being filed by WHSHC, L.L.C. (WHSHC LLC), W9/WHSHC, L.L.C. I (W9 LLC), Whitehall Street Real Estate Limited Partnership, VII (Whitehall Real Estate VII), Whitehall Street Real Estate Limited Partnership, IX (Whitehall Real Estate IX), Bridge Street Fund 1997, L.P. (Bridge 1997), Stone Street Fund 1997, L.P. (Stone 1997), Bridge Street Real Estate Fund 1997, L.P. (Bridge Real Estate 1997), Stone Street Real Estate Fund 1997, L.P. (Stone Real Estate 1997), Stone Street WHSHC Corporation (Stone Street Corp.), Bridge Street Real Estate Fund 1998, L.P. (Bridge Real Estate 1998), Stone Street Real Estate Fund 1998, L.P. (Stone Real Estate 1998), Stone Street W9/WHSHC Corp. (Stone W9 Corp.), WH Advisors, L.L.C., VII (WH Advisors VII), Stone Street 1997, L.L.C. (Stone 1997 LLC), Stone Street 1997 Realty, L.L.C. (Stone 1997 Realty), WH Advisors, L.L.C., IX (WH Advisors IX), (continued in footnote 2),

F2 · ownership.nature: Stone Street 1998 Realty, L.L.C. (Stone 1998 Realty) and The Goldman Sachs Group, Inc. ("GS Group", together with WHSHC LLC, W9 LLC, Whitehall Real Estate VII, Whitehall Real Estate IX, Bridge 1997, Stone 1997, Bridge Real Estate 1997, Stone Real Estate 1997, Stone Street Corp., Bridge Real Estate 1998, Stone Real Estate 1998, Stone W9 Corp., WH Advisors VII, Stone 1997 LLC, Stone 1997 Realty, WH Advisors IX and Stone 1998 Realty, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F3 · ownership.nature: Strategic Hotel Capital, L.L.C. ("SHC LLC") is controlled in part by WHSHC LLC and W9 LLC. The members of WHSHC LLC are, Whitehall Real Estate VII, Bridge 1997, Stone 1997, Bridge Real Estate 1997, Stone Real Estate 1997 and Stone Street Corp. The members of W9 LLC are Bridge 1997, Stone 1997, Stone Street Corp., Whitehall Real Estate IX, Stone Real Estate 1998, Bridge Real Estate 1998 and Stone W9 Corp. WH Advisors VII is the general partner of Whitehall Real Estate VII, Stone 1997 LLC is the general partner of Bridge 1997 and St one 1997, Stone 1997 Realty is the general partner of Bridge Real Estate 1997 and Stone Real Estate 1997, WH Advisors IX is the general partner of Whitehall Real Estate IX, Stone 1998 Realty is the general partner of Bridge Real Estate 1998 and Stone Real Estate 1998. The Reporting Persons each disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F4 · ownership.nature: The Reporting Persons, other than WHSHC LLC and W9 LLC, may be deemed to beneficially own indirectly 5,522,854 shares of Strategic Hotel Capital, Inc. ("SHC") common stock, par value $0.01 per share ("Common Stock") by reason of WHSHC LLC and W9 LLC direct ownership of such shares. WHSHC LLC beneficially owns directly 2,854,554 shares of Common Stock and W9 LLC beneficially owns directly 2,668,300 shares of Common Stock.

SEC source: 0000769993-04-000438 · slh4040629gsg_ex.xml · derivative · entry 5

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

WHSHC, L.L.C. · CIK 0001295406 · 10% owner

W9/WHSHC, L.L.C. I · CIK 0001295407 · 10% owner

WH Advisors, L.L.C., VII · CIK 0001295577 · 10% owner

BRIDGE STREET FUND 1997 LP · CIK 0001037298 · 10% owner

Stone Street 1997, L.L.C. · CIK 0001295581 · 10% owner

STONE STREET FUND 1997 LP · CIK 0001037317 · 10% owner

STONE STREET REAL ESTATE FUND 1997 LP · CIK 0001037299 · 10% owner

STONE STREET WHSHC CORP · CIK 0001295408 · 10% owner

WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP VII · CIK 0001014603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,248,280

Underlying: Strategic Hotel Capital, Inc. Common Stock · 4,879,178 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F7 · derivative.exercise_price: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value or an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible at various times through June 29, 2005. There is no expiration date.

F6 · kind: In connection with the transactions described under the caption "Formation and Structuring Transactions" in SHC's Common Stock prospectus dated June 23, 2004 (File No. 333-112846), Strategic Hotel Funding, L.L.C. ("SHC Funding") issued 14,005,295 membership units to SHC LLC and 5,106,551 membership units to Strategic Hotel Capital Limited Partnership ("SHC LP"), in exchange for interests in property-owning entities. The SHC Funding membership units are exchangeable for shares of Common Stock. SHC LLC is the general partner of SHC LP. SHC LLC distributed, in aggregate, 11,863,566 SHC Funding membership units to its equity owners, which include WHSHC LLC and W9 LLC, on a pro rata basis for no consideration. Pursuant to that distribution, WHSHC LLC received 2,521,862 SHC Funding membership units which it exchanged for an equal amount of Common Stock and W9 LLC received 2,357,316 SHC Funding membership units which it exchanged for an equal amount of Common Stock.

F6 · price: In connection with the transactions described under the caption "Formation and Structuring Transactions" in SHC's Common Stock prospectus dated June 23, 2004 (File No. 333-112846), Strategic Hotel Funding, L.L.C. ("SHC Funding") issued 14,005,295 membership units to SHC LLC and 5,106,551 membership units to Strategic Hotel Capital Limited Partnership ("SHC LP"), in exchange for interests in property-owning entities. The SHC Funding membership units are exchangeable for shares of Common Stock. SHC LLC is the general partner of SHC LP. SHC LLC distributed, in aggregate, 11,863,566 SHC Funding membership units to its equity owners, which include WHSHC LLC and W9 LLC, on a pro rata basis for no consideration. Pursuant to that distribution, WHSHC LLC received 2,521,862 SHC Funding membership units which it exchanged for an equal amount of Common Stock and W9 LLC received 2,357,316 SHC Funding membership units which it exchanged for an equal amount of Common Stock.

F7 · price: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value or an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible at various times through June 29, 2005. There is no expiration date.

F7 · derivative.exercise_date: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value or an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible at various times through June 29, 2005. There is no expiration date.

F7 · derivative.expiration_date: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value or an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible at various times through June 29, 2005. There is no expiration date.

F4 · ownership.nature: SHC LLC is controlled in part by WHSHC LLC and W9 LLC. The members of WHSHC LLC are, Whitehall Real Estate VII, Bridge 1997, Stone 1997, Bridge Real Estate 1997, Stone Real Estate 1997 and Stone Street Corp. The members of W9 LLC are Bridge 1997, Stone 1997, Stone Street Corp., Whitehall Real Estate IX, Stone Real Estate 1998, Bridge Real Estate 1998 and Stone W9 Corp. WH Advisors VII is the general partner of Whitehall Real Estate VII, Stone 1997 LLC is the general partner of Bridge 1997 and Stone 1997, Stone 1997 Realty is the general partner of Bridge Real Estate 1997 and Stone Real Estate 1997, WH Advisors IX is the general partner of Whitehall Real Estate IX, Stone 1998 Realty is the general partner of Bridge Real Estate 1998 and Stone Real Estate 1998. The Reporting Persons each disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F6 · ownership.nature: In connection with the transactions described under the caption "Formation and Structuring Transactions" in SHC's Common Stock prospectus dated June 23, 2004 (File No. 333-112846), Strategic Hotel Funding, L.L.C. ("SHC Funding") issued 14,005,295 membership units to SHC LLC and 5,106,551 membership units to Strategic Hotel Capital Limited Partnership ("SHC LP"), in exchange for interests in property-owning entities. The SHC Funding membership units are exchangeable for shares of Common Stock. SHC LLC is the general partner of SHC LP. SHC LLC distributed, in aggregate, 11,863,566 SHC Funding membership units to its equity owners, which include WHSHC LLC and W9 LLC, on a pro rata basis for no consideration. Pursuant to that distribution, WHSHC LLC received 2,521,862 SHC Funding membership units which it exchanged for an equal amount of Common Stock and W9 LLC received 2,357,316 SHC Funding membership units which it exchanged for an equal amount of Common Stock.

F8 · ownership.nature: The Reporting Persons may be deemed to beneficially own indirectly 7,248,280 SHC Funding membership units by reason of (i) SHC LLC direct ownership of 2,141,729 SHC Funding membership units and (ii) SHC LP direct ownership of 5,106,551 SHC Funding membership units. SHC LLC is the general partner of SHC LP.

SEC source: 0000769993-04-000438 · slh4040629gsg_ex.xml · derivative · entry 4

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

WHSHC, L.L.C. · CIK 0001295406 · 10% owner

W9/WHSHC, L.L.C. I · CIK 0001295407 · 10% owner

WH Advisors, L.L.C., VII · CIK 0001295577 · 10% owner

BRIDGE STREET FUND 1997 LP · CIK 0001037298 · 10% owner

Stone Street 1997, L.L.C. · CIK 0001295581 · 10% owner

STONE STREET FUND 1997 LP · CIK 0001037317 · 10% owner

STONE STREET REAL ESTATE FUND 1997 LP · CIK 0001037299 · 10% owner

STONE STREET WHSHC CORP · CIK 0001295408 · 10% owner

WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP VII · CIK 0001014603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 12,127,458

Underlying: Strategic Hotel Capital, Inc. Common Stock · 6,984,388 shares

Expires not disclosed

F7 · derivative.exercise_price: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value or an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible at various times through June 29, 2005. There is no expiration date.

F6 · kind: In connection with the transactions described under the caption "Formation and Structuring Transactions" in SHC's Common Stock prospectus dated June 23, 2004 (File No. 333-112846), Strategic Hotel Funding, L.L.C. ("SHC Funding") issued 14,005,295 membership units to SHC LLC and 5,106,551 membership units to Strategic Hotel Capital Limited Partnership ("SHC LP"), in exchange for interests in property-owning entities. The SHC Funding membership units are exchangeable for shares of Common Stock. SHC LLC is the general partner of SHC LP. SHC LLC distributed, in aggregate, 11,863,566 SHC Funding membership units to its equity owners, which include WHSHC LLC and W9 LLC, on a pro rata basis for no consideration. Pursuant to that distribution, WHSHC LLC received 2,521,862 SHC Funding membership units which it exchanged for an equal amount of Common Stock and W9 LLC received 2,357,316 SHC Funding membership units which it exchanged for an equal amount of Common Stock.

F6 · price: In connection with the transactions described under the caption "Formation and Structuring Transactions" in SHC's Common Stock prospectus dated June 23, 2004 (File No. 333-112846), Strategic Hotel Funding, L.L.C. ("SHC Funding") issued 14,005,295 membership units to SHC LLC and 5,106,551 membership units to Strategic Hotel Capital Limited Partnership ("SHC LP"), in exchange for interests in property-owning entities. The SHC Funding membership units are exchangeable for shares of Common Stock. SHC LLC is the general partner of SHC LP. SHC LLC distributed, in aggregate, 11,863,566 SHC Funding membership units to its equity owners, which include WHSHC LLC and W9 LLC, on a pro rata basis for no consideration. Pursuant to that distribution, WHSHC LLC received 2,521,862 SHC Funding membership units which it exchanged for an equal amount of Common Stock and W9 LLC received 2,357,316 SHC Funding membership units which it exchanged for an equal amount of Common Stock.

F7 · price: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value or an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible at various times through June 29, 2005. There is no expiration date.

F7 · derivative.exercise_date: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value or an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible at various times through June 29, 2005. There is no expiration date.

F7 · derivative.expiration_date: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value or an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible at various times through June 29, 2005. There is no expiration date.

F4 · ownership.nature: SHC LLC is controlled in part by WHSHC LLC and W9 LLC. The members of WHSHC LLC are, Whitehall Real Estate VII, Bridge 1997, Stone 1997, Bridge Real Estate 1997, Stone Real Estate 1997 and Stone Street Corp. The members of W9 LLC are Bridge 1997, Stone 1997, Stone Street Corp., Whitehall Real Estate IX, Stone Real Estate 1998, Bridge Real Estate 1998 and Stone W9 Corp. WH Advisors VII is the general partner of Whitehall Real Estate VII, Stone 1997 LLC is the general partner of Bridge 1997 and Stone 1997, Stone 1997 Realty is the general partner of Bridge Real Estate 1997 and Stone Real Estate 1997, WH Advisors IX is the general partner of Whitehall Real Estate IX, Stone 1998 Realty is the general partner of Bridge Real Estate 1998 and Stone Real Estate 1998. The Reporting Persons each disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F6 · ownership.nature: In connection with the transactions described under the caption "Formation and Structuring Transactions" in SHC's Common Stock prospectus dated June 23, 2004 (File No. 333-112846), Strategic Hotel Funding, L.L.C. ("SHC Funding") issued 14,005,295 membership units to SHC LLC and 5,106,551 membership units to Strategic Hotel Capital Limited Partnership ("SHC LP"), in exchange for interests in property-owning entities. The SHC Funding membership units are exchangeable for shares of Common Stock. SHC LLC is the general partner of SHC LP. SHC LLC distributed, in aggregate, 11,863,566 SHC Funding membership units to its equity owners, which include WHSHC LLC and W9 LLC, on a pro rata basis for no consideration. Pursuant to that distribution, WHSHC LLC received 2,521,862 SHC Funding membership units which it exchanged for an equal amount of Common Stock and W9 LLC received 2,357,316 SHC Funding membership units which it exchanged for an equal amount of Common Stock.

SEC source: 0000769993-04-000438 · slh4040629gsg_ex.xml · derivative · entry 3

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

WHSHC, L.L.C. · CIK 0001295406 · 10% owner

W9/WHSHC, L.L.C. I · CIK 0001295407 · 10% owner

WH Advisors, L.L.C., VII · CIK 0001295577 · 10% owner

BRIDGE STREET FUND 1997 LP · CIK 0001037298 · 10% owner

Stone Street 1997, L.L.C. · CIK 0001295581 · 10% owner

STONE STREET FUND 1997 LP · CIK 0001037317 · 10% owner

STONE STREET REAL ESTATE FUND 1997 LP · CIK 0001037299 · 10% owner

STONE STREET WHSHC CORP · CIK 0001295408 · 10% owner

WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP VII · CIK 0001014603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 19,111,846

Underlying: Strategic Hotel Capital, Inc. Common Stock · 19,111,846 shares

Expires not disclosed

F7 · derivative.exercise_price: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value or an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible at various times through June 29, 2005. There is no expiration date.

F6 · kind: In connection with the transactions described under the caption "Formation and Structuring Transactions" in SHC's Common Stock prospectus dated June 23, 2004 (File No. 333-112846), Strategic Hotel Funding, L.L.C. ("SHC Funding") issued 14,005,295 membership units to SHC LLC and 5,106,551 membership units to Strategic Hotel Capital Limited Partnership ("SHC LP"), in exchange for interests in property-owning entities. The SHC Funding membership units are exchangeable for shares of Common Stock. SHC LLC is the general partner of SHC LP. SHC LLC distributed, in aggregate, 11,863,566 SHC Funding membership units to its equity owners, which include WHSHC LLC and W9 LLC, on a pro rata basis for no consideration. Pursuant to that distribution, WHSHC LLC received 2,521,862 SHC Funding membership units which it exchanged for an equal amount of Common Stock and W9 LLC received 2,357,316 SHC Funding membership units which it exchanged for an equal amount of Common Stock.

F6 · price: In connection with the transactions described under the caption "Formation and Structuring Transactions" in SHC's Common Stock prospectus dated June 23, 2004 (File No. 333-112846), Strategic Hotel Funding, L.L.C. ("SHC Funding") issued 14,005,295 membership units to SHC LLC and 5,106,551 membership units to Strategic Hotel Capital Limited Partnership ("SHC LP"), in exchange for interests in property-owning entities. The SHC Funding membership units are exchangeable for shares of Common Stock. SHC LLC is the general partner of SHC LP. SHC LLC distributed, in aggregate, 11,863,566 SHC Funding membership units to its equity owners, which include WHSHC LLC and W9 LLC, on a pro rata basis for no consideration. Pursuant to that distribution, WHSHC LLC received 2,521,862 SHC Funding membership units which it exchanged for an equal amount of Common Stock and W9 LLC received 2,357,316 SHC Funding membership units which it exchanged for an equal amount of Common Stock.

F7 · price: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value or an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible at various times through June 29, 2005. There is no expiration date.

F7 · derivative.exercise_date: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value or an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible at various times through June 29, 2005. There is no expiration date.

F7 · derivative.expiration_date: Holders of membership units are entitled to present them for redemption for a cash amount equal to the then-fair market value or an equal number of shares of Common Stock or, in SHC's sole discretion, an equal number of shares of Common Stock. Units are immediately eligible to be presented for redemption or become eligible at various times through June 29, 2005. There is no expiration date.

F4 · ownership.nature: SHC LLC is controlled in part by WHSHC LLC and W9 LLC. The members of WHSHC LLC are, Whitehall Real Estate VII, Bridge 1997, Stone 1997, Bridge Real Estate 1997, Stone Real Estate 1997 and Stone Street Corp. The members of W9 LLC are Bridge 1997, Stone 1997, Stone Street Corp., Whitehall Real Estate IX, Stone Real Estate 1998, Bridge Real Estate 1998 and Stone W9 Corp. WH Advisors VII is the general partner of Whitehall Real Estate VII, Stone 1997 LLC is the general partner of Bridge 1997 and Stone 1997, Stone 1997 Realty is the general partner of Bridge Real Estate 1997 and Stone Real Estate 1997, WH Advisors IX is the general partner of Whitehall Real Estate IX, Stone 1998 Realty is the general partner of Bridge Real Estate 1998 and Stone Real Estate 1998. The Reporting Persons each disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F6 · ownership.nature: In connection with the transactions described under the caption "Formation and Structuring Transactions" in SHC's Common Stock prospectus dated June 23, 2004 (File No. 333-112846), Strategic Hotel Funding, L.L.C. ("SHC Funding") issued 14,005,295 membership units to SHC LLC and 5,106,551 membership units to Strategic Hotel Capital Limited Partnership ("SHC LP"), in exchange for interests in property-owning entities. The SHC Funding membership units are exchangeable for shares of Common Stock. SHC LLC is the general partner of SHC LP. SHC LLC distributed, in aggregate, 11,863,566 SHC Funding membership units to its equity owners, which include WHSHC LLC and W9 LLC, on a pro rata basis for no consideration. Pursuant to that distribution, WHSHC LLC received 2,521,862 SHC Funding membership units which it exchanged for an equal amount of Common Stock and W9 LLC received 2,357,316 SHC Funding membership units which it exchanged for an equal amount of Common Stock.

SEC source: 0000769993-04-000438 · slh4040629gsg_ex.xml · nonDerivative · entry 2

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

WHSHC, L.L.C. · CIK 0001295406 · 10% owner

W9/WHSHC, L.L.C. I · CIK 0001295407 · 10% owner

WH Advisors, L.L.C., VII · CIK 0001295577 · 10% owner

BRIDGE STREET FUND 1997 LP · CIK 0001037298 · 10% owner

Stone Street 1997, L.L.C. · CIK 0001295581 · 10% owner

STONE STREET FUND 1997 LP · CIK 0001037317 · 10% owner

STONE STREET REAL ESTATE FUND 1997 LP · CIK 0001037299 · 10% owner

STONE STREET WHSHC CORP · CIK 0001295408 · 10% owner

WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP VII · CIK 0001014603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 4,879,178

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · kind: In connection with the transactions described under the caption "Formation and Structuring Transactions" in SHC's Common Stock prospectus dated June 23, 2004 (File No. 333-112846), Strategic Hotel Funding, L.L.C. ("SHC Funding") issued 14,005,295 membership units to SHC LLC and 5,106,551 membership units to Strategic Hotel Capital Limited Partnership ("SHC LP"), in exchange for interests in property-owning entities. The SHC Funding membership units are exchangeable for shares of Common Stock. SHC LLC is the general partner of SHC LP. SHC LLC distributed, in aggregate, 11,863,566 SHC Funding membership units to its equity owners, which include WHSHC LLC and W9 LLC, on a pro rata basis for no consideration. Pursuant to that distribution, WHSHC LLC received 2,521,862 SHC Funding membership units which it exchanged for an equal amount of Common Stock and W9 LLC received 2,357,316 SHC Funding membership units which it exchanged for an equal amount of Common Stock.

F4 · ownership.nature: SHC LLC is controlled in part by WHSHC LLC and W9 LLC. The members of WHSHC LLC are, Whitehall Real Estate VII, Bridge 1997, Stone 1997, Bridge Real Estate 1997, Stone Real Estate 1997 and Stone Street Corp. The members of W9 LLC are Bridge 1997, Stone 1997, Stone Street Corp., Whitehall Real Estate IX, Stone Real Estate 1998, Bridge Real Estate 1998 and Stone W9 Corp. WH Advisors VII is the general partner of Whitehall Real Estate VII, Stone 1997 LLC is the general partner of Bridge 1997 and Stone 1997, Stone 1997 Realty is the general partner of Bridge Real Estate 1997 and Stone Real Estate 1997, WH Advisors IX is the general partner of Whitehall Real Estate IX, Stone 1998 Realty is the general partner of Bridge Real Estate 1998 and Stone Real Estate 1998. The Reporting Persons each disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F5 · ownership.nature: The Reporting Persons, other than WHSHC LLC and W9 LLC may be deemed to beneficially own indirectly 4,879,178 shares of Common Stock by reason of WHSHC LLC and W9 LLC direct ownership of such shares. WHSHC LLC beneficially owns directly 2,521,862 shares of Common Stock and W9 LLC beneficially owns directly 2,357,316 shares of Common Stock.

SEC source: 0000769993-04-000438 · slh4040629gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

WHSHC, L.L.C. · CIK 0001295406 · 10% owner

W9/WHSHC, L.L.C. I · CIK 0001295407 · 10% owner

WH Advisors, L.L.C., VII · CIK 0001295577 · 10% owner

BRIDGE STREET FUND 1997 LP · CIK 0001037298 · 10% owner

Stone Street 1997, L.L.C. · CIK 0001295581 · 10% owner

STONE STREET FUND 1997 LP · CIK 0001037317 · 10% owner

STONE STREET REAL ESTATE FUND 1997 LP · CIK 0001037299 · 10% owner

STONE STREET WHSHC CORP · CIK 0001295408 · 10% owner

WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP VII · CIK 0001014603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

F3 · kind: In connection with the initial public offering of Strategic Hotel Capital, Inc. ("SHC") common stock, par value $0.01 per share ("Common Stock"), which was consummated on June 29, 2004, SHC repurchased 100 shares of Common Stock at par value from Strategic Hotel Capital, L.L.C. ("SHC LLC"). SHC LLC beneficially owned directly the 100 shares of Common Stock.

F1 · ownership.nature: This statement is being filed by WHSHC, L.L.C. (WHSHC LLC), W9/WHSHC, L.L.C. I (W9 LLC), Whitehall Street Real Estate Limited Partnership, VII (Whitehall Real Estate VII), Whitehall Street Real Estate Limited Partnership, IX (Whitehall Real Estate IX), Bridge Street Fund 1997, L.P. (Bridge 1997), Stone Street Fund 1997, L.P. (Stone 1997), Bridge Street Real Estate Fund 1997, L.P. (Bridge Real Estate 1997), Stone Street Real Estate Fund 1997, L.P. (Stone Real Estate 1997), Stone Street WHSHC Corporation (Stone Street Corp.), Bridge Street Real Estate Fund 1998, L.P. (Bridge Real Estate 1998), Stone Street Real Estate Fund 1998, L.P. (Stone Real Estate 1998), Stone Street W9/WHSHC Corp. (Stone W9 Corp.), WH Advisors, L.L.C., VII (WH Advisors VII), Stone Street 1997, L.L.C. (Stone 1997 LLC), Stone Street 1997 Realty, L.L.C. (Stone 1997 Realty), WH Advisors, L.L.C., IX (WH Advisors IX), (continued in footnote 2),

F2 · ownership.nature: Stone Street 1998 Realty, L.L.C. (Stone 1998 Realty) and The Goldman Sachs Group, Inc. ("GS Group", together with WHSHC LLC, W9 LLC, Whitehall Real Estate VII, Whitehall Real Estate IX, Bridge 1997, Stone 1997, Bridge Real Estate 1997, Stone Real Estate 1997, Stone Street Corp., Bridge Real Estate 1998, Stone Real Estate 1998, Stone W9 Corp., WH Advisors VII, Stone 1997 LLC, Stone 1997 Realty, WH Advisors IX and Stone 1998 Realty, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F3 · ownership.nature: In connection with the initial public offering of Strategic Hotel Capital, Inc. ("SHC") common stock, par value $0.01 per share ("Common Stock"), which was consummated on June 29, 2004, SHC repurchased 100 shares of Common Stock at par value from Strategic Hotel Capital, L.L.C. ("SHC LLC"). SHC LLC beneficially owned directly the 100 shares of Common Stock.

F4 · ownership.nature: SHC LLC is controlled in part by WHSHC LLC and W9 LLC. The members of WHSHC LLC are, Whitehall Real Estate VII, Bridge 1997, Stone 1997, Bridge Real Estate 1997, Stone Real Estate 1997 and Stone Street Corp. The members of W9 LLC are Bridge 1997, Stone 1997, Stone Street Corp., Whitehall Real Estate IX, Stone Real Estate 1998, Bridge Real Estate 1998 and Stone W9 Corp. WH Advisors VII is the general partner of Whitehall Real Estate VII, Stone 1997 LLC is the general partner of Bridge 1997 and Stone 1997, Stone 1997 Realty is the general partner of Bridge Real Estate 1997 and Stone Real Estate 1997, WH Advisors IX is the general partner of Whitehall Real Estate IX, Stone 1998 Realty is the general partner of Bridge Real Estate 1998 and Stone Real Estate 1998. The Reporting Persons each disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.