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Strategic Hotels & Resorts Inc.
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(Name of Issuer)
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Series A Preferred Stock, $0.01 par value per share
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(Title of Class of Securities)
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86272T304
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(CUSIP Number)
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January 3, 2011
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Date of Event Which Requires Filing of the Statement
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Cusip No. 86272T304
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13G/A
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1
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NAMES OF REPORTING PERSON
New Vernon Aegir Master Fund Ltd.
SS OR I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON
98-0683760
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)x
(b)£
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
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5
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SOLE VOTING POWER
31,534
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
0
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EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
31,534
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PERSON
WITH
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
31,534
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%1
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12
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TYPE OF REPORTING PERSON
CO
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1
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As of the filing date hereof, based on 4,488,750 shares of Series A Preferred Stock issued and outstanding as of November 3, 2010, as reported by the Issuer on the most recent Form 10-Q filed November 4, 2010 with the Securities and Exchange Commission.
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Cusip No. 86272T304
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13G/A
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1
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NAMES OF REPORTING PERSON
New Vernon Investment Management LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)x
(b)£
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
|
5
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SOLE VOTING POWER
31,534
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BENEFICIALLY
OWNED BY
|
6
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SHARED VOTING POWER
0
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EACH
REPORTING
|
7
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SOLE DISPOSITIVE POWER
31,534
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|
PERSON
WITH
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8
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SHARED DISPOSITIVE POWER
0
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
31,534
|
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%2
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12
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TYPE OF REPORTING PERSON
IA
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2
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See footnote 1.
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Cusip No. 86272T304
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13G/A
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1
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NAMES OF REPORTING PERSON
New Vernon Partners LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)x
(b)£
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Deleware
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NUMBER OF
SHARES
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5
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SOLE VOTING POWER
31,534
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BENEFICIALLY
OWNED BY
|
6
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SHARED VOTING POWER
0
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EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
31,534
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PERSON
WITH
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
31,534
|
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%3
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12
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TYPE OF REPORTING PERSON
IA
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3
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See footnote 1.
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Cusip No. 86272T304
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13G/A
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1
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NAMES OF REPORTING PERSON
Trent Stedman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)x
(b)£
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
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5
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SOLE VOTING POWER
32,391
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BENEFICIALLY
OWNED BY
|
6
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SHARED VOTING POWER
0
|
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
32,391
|
|
PERSON
WITH
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8
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SHARED DISPOSITIVE POWER
0
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
32,391
|
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%4
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12
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TYPE OF REPORTING PERSON
IN
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4
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See footnote 1.
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Cusip No. 86272T304
|
13G/A
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1
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NAMES OF REPORTING PERSON
Thomas Patrick
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)x
(b)£
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
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5
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SOLE VOTING POWER
233,609
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BENEFICIALLY
OWNED BY
|
6
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SHARED VOTING POWER
0
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EACH
REPORTING
|
7
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SOLE DISPOSITIVE POWER
233,609
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PERSON
WITH
|
8
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SHARED DISPOSITIVE POWER
0
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
233,609
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%5
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12
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TYPE OF REPORTING PERSON
IN
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5
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See footnote 1.
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Cusip No. 86272T304
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13G/A
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| 1 |
NAMES OF REPORTING PERSON
NV North American Opportunity Fund
SS OR I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON
98-0454389
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)x
(b)£
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3
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SEC USE ONLY
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|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
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5
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED BY
|
6
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SHARED VOTING POWER
0
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EACH
REPORTING
|
7
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SOLE DISPOSITIVE POWER
0
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PERSON
WITH
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON
CO
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Cusip No. 86272T304
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13G/A
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Item 1(a)
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Name of Issuer: Strategic Hotels & Resorts Inc.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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Item 2(a)
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Name of Person Filing
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Item 2(b)
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Address of Principal Business Office
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Item 2(c)
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Citizenship
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2(d)
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Title of Class of Securities: Series A Preferred Stock, par value $0.01.
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2(e)
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CUSIP Number: 86272T304
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Cusip No. 86272T304
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13G/A
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker or dealer registered under Section 15 of the Exchange Act;
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(b)
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o
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Bank as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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o
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Insurance company as defined in Section 3(a)(19) of the Exchange Act;
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(d)
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o
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Investment company registered under Section 8 of the Investment Company Act;
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(e)
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o
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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o
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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o
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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Item 4
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Ownership:
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(i)
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New Vernon Aegir Master Fund Ltd.6
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(a)
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Amount beneficially owned: 31,534 shares
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(b)
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Percent of Class: Approximately 0.7%7
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6
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This amendment reflects a restructuring that occurred on January 3, 2011, pursuant to which (i) NV North American Opportunity Fund contributed all of its assets to New Vernon Aegir Master Fund Ltd. ("Master Fund") in exchange for all of the equity of Master Fund, (ii) New Vernon Investment Management LLC became the investment advisor of Master Fund (which currently holds only the assets contributed to it by NV North American Opportunity Fund), and (iii) New Vernon Partners LLC became the investment manager of Master Fund. As a result of such restructuring, NV North American Opportunity Fund does not beneficially own any shares of Common Stock of the Issuer. Trent Stedman is a portfolio manager of New Vernon Investment Management LLC and in such capacity, Mr. Stedman controls the trading of securities held by Master Fund. As a result of his service in such capacity and otherwise by virtue of his relationship to Master Fund, New Vernon Partners LLC and New Vernon Investment Management LLC, Mr. Stedman may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended (the “Act”)), the shares of Common Stock directly beneficially owned by Master Fund. New Vernon Investment Management LLC and New Vernon Partner LLC also may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Act) the shares of Common Stock directly beneficially owned by Master Fund.
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Cusip No. 86272T304
|
13G/A
|
|
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(c)
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Number of shares as to which such person has:
|
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(i)
|
sole power to vote or to direct the vote: 31,534
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(ii)
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shared power to vote or to direct the vote: 0
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|
(iii)
|
sole power to dispose or to direct the disposition of: 31,534
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(iv)
|
shared power to dispose or to direct the disposition of: 0
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(ii)
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New Vernon Investment Management LLC8
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(i)
|
sole power to vote or to direct the vote: 31,534
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(ii)
|
shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 31,534
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|
|
(iv)
|
shared power to dispose or to direct the disposition of: 0
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(iii)
|
New Vernon Partners LLC10
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(i)
|
sole power to vote or to direct the vote: 31,534
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|
|
(ii)
|
shared power to vote or to direct the vote: 0
|
|
7
|
See footnote 1.
|
|
8
|
See footnote 6.
|
|
9
|
See footnote 1.
|
|
10
|
See footnote 6.
|
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11
|
See footnote 1.
|
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Cusip No. 86272T304
|
13G/A
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 31,534
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(iv)
|
shared power to dispose or to direct the disposition of: 0
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(iv)
|
Trent Stedman12
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(i)
|
sole power to vote or to direct the vote: 32,391
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|
|
(ii)
|
shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 32,391
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 0
|
|
(v)
|
Thomas Patrick14
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|
|
(i)
|
sole power to vote or to direct the vote: 233,609
|
|
|
(ii)
|
shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 233,609
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 0
|
| (vi) |
NV North American Opportunity Fund16
|
| 12 |
See footnote 6.
|
|
13
|
See footnote 1.
|
|
14
|
See footnote 6.
|
|
15
|
See footnote 1.
|
|
16
|
See footnote 6.
|
|
Cusip No. 86272T304
|
13G/A
|
|
|
(i)
|
sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
shared power to dispose or to direct: 0
|
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Item 5
|
Ownership of Five Percent or Less of a Class:
|
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Item 6
|
Ownership of More than Five Percent on Behalf of Another Person:
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Item 7
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
|
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Item 8
|
Identification and Classification of Members of the Group:
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Item 9
|
Notice of Dissolution of Group:
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Item 10
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Certification:
|
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Cusip No. 86272T304
|
13G
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Dated as of January 13, 2011
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New Vernon Aegir Master Fund Ltd.
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By:
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New Vernon Partners LLC
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|||
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By:
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/s/ Trent Stedman
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|||
|
Trent Stedman
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||||
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Dated as of January 13, 2011
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New Vernon Investment Management LLC
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|||
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By:
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/s/ Trent Stedman
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|||
|
Trent Stedman
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||||
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Dated as of January 13, 2011
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New Vernon Partners LLC
|
|||
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By:
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/s/ Trent Stedman
|
|||
|
Trent Stedman
|
||||
|
Dated as of January 13, 2011
|
/s/ Trent Stedman
|
|||
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Trent Stedman
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||||
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Dated as of January 13, 2011
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/s/ Trent Stedman
|
|||
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Trent Stedman, Authorized Signatory for Thomas Patrick*
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||||
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Dated as of January 13, 2011
|
NV North American Opportunity Fund
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|||
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By:
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New Vernon Investment Management LLC
|
|||
|
By:
|
/s/ Trent Stedman
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|||
|
Trent Stedman
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