formsc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


SCHEDULE 13G/A
(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 3)*


Strategic Hotels & Resorts Inc.
(Name of Issuer)
 
Series B Preferred Stock, $0.01 par value per share
(Title of Class of Securities)


86272T403
(CUSIP Number)


April 9, 2010
Date of Event Which Requires Filing of the Statement


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨           Rule 13d-1(b)

x           Rule 13d-1(c)

¨           Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
Cusip No. 86272T403
13G
  


1
NAMES OF REPORTING PERSON
 
NV North American Opportunity Fund
 
SS OR I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON
 
98-0454389
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)x
(b) ¨
 
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
  
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
323,138
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
323,138
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
323,138
¨
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%1
  
12
TYPE OF REPORTING PERSON
CO
  

_______________________________________
1 Based on 4,600,000 shares of Series B Preferred Stock issued and outstanding as reported by the Issuer on the most recent Form 10-K filed February 25, 2010 with the Securities and Exchange Commission.

 
 
 
 
Cusip No. 86272T403
13G
  

 
1
NAMES OF REPORTING PERSON
 
Millennium Group LLC
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)x
(b) ¨
 
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
  
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
323,138
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
323,138
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
323,138
¨
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%2
  
12
TYPE OF REPORTING PERSON
IA
 
  

_______________________________________
2 See footnote 1.
 
 
 
 
 
Cusip No. 86272T403
13G
  
 
 
1
NAMES OF REPORTING PERSON
 
Highland Park Partners Fund LP
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)x
(b) ¨
 
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
  0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
¨
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%3
  
12
TYPE OF REPORTING PERSON
PN
 
  
 
_______________________________________
3 See footnote 1.

 
 
 
 
Cusip No. 86272T403
13G
  

 
1
NAMES OF REPORTING PERSON
 
HPP GP LLC
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)x
(b)£
 
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
  
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
   0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
¨
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%4
  
12
TYPE OF REPORTING PERSON
 
IA
 
  
 
_______________________________________
4 See footnote 1.
 
 
 
 
 
Cusip No. 86272T403
13G
  
 
 
1
NAMES OF REPORTING PERSON
 
Trent Stedman
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)x
(b) ¨
 
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
  
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
323,138
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
323,138
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
323,138
¨
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%5
  
12
TYPE OF REPORTING PERSON
 
IN
 
  

_______________________________________
5 See footnote 1.

 
 
 
 
Cusip No. 86272T403
13G
  

 
1
NAMES OF REPORTING PERSON
 
Thomas Patrick
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)x
(b) ¨
 
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
  
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
82,262
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
82,262
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
82,262
¨
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8%6
  
12
TYPE OF REPORTING PERSON
 
IN
 
  

_______________________________________
6 See footnote 1.
 
 
 
 
 
Cusip No. 86272T403
13G
  
 
 
Item 1(a)
Name of Issuer:   Strategic Hotels & Resorts Inc.

Item 1(b)
Address of Issuer’s Principal Executive Offices:

200 West Madison Street
Suite 1700
Chicago, IL  60606

Item 2(a)
Name of Person Filing

Item 2(b)
Address of Principal Business Office

Item 2(c)
Citizenship
 
NV North American Opportunity Fund
799 Central Ave.
Suite 350
Highland Park, Illinois 60035
Cayman Islands
 
Millennium Group LLC
799 Central Ave.
Suite 350
Highland Park, Illinois 60035
Illinois
 
Highland Park Partners Fund LP
799 Central Ave.
Suite 350
Highland Park, Illinois 60035
Delaware
 
HPP GP LLC
799 Central Ave.
Suite 350
Highland Park, Illinois 60035
Delaware
 
Trent Stedman
799 Central Ave.
Suite 350
Highland Park, Illinois 60035
United States Citizen
 
Thomas Patrick
799 Central Ave.
Suite 350
Highland Park, Illinois 60035
United States Citizen

 
 
 
 
Cusip No. 86272T403
13G
  
 
 
2(d)
Title of Class of Securities:

Series B Preferred Stock, par value $0.01.

2(e)
CUSIP Number:
86272T403

Item 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 
(a)
¨
Broker or dealer registered under Section 15 of the Exchange Act;

 
(b)
¨
Bank as defined in Section 3(a)(6) of the Exchange Act;

 
(c)
¨
Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 
(d)
¨
Investment company registered under Section 8 of the Investment Company Act;

 
(e)
¨
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 
(f)
¨
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 
(g)
¨
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 
(h)
¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 
(i)
¨
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 
(j)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box.  x

Item 4
Ownership:

(i)
NV North American Opportunity Fund7

 
(a)
Amount beneficially owned:

323,138 shares

_______________________________________
7 Millennium Group LLC is the investment manager of NV North American Opportunity Fund and Trent Stedman is a member of Millennium Group LLC.  By virtue of his relationship to NV North American Opportunity Fund and Millennium Group 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 Series B Preferred Stock directly beneficially owned by NV North American Opportunity Fund.   Millennium Group LLC also may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Act) the shares of Series B Preferred Stock directly beneficially owned by NV North American Opportunity Fund.  By virtue of his relationship with Millennium Group LLC, Mr. Patrick may be deemed to be part of a group with the other Reporting Persons with respect to the Series B Preferred Stock of the Issuer.

 
 
 
 
Cusip No. 86272T403
13G
  

 
 
(b)
Percent of Class:

Approximately 7.0%8

 
(c)
Number of shares as to which such person has:

 
(i)
sole power to vote or to direct the vote:

323,138

 
(ii)
shared power to vote or to direct the vote:

0

 
(iii)
sole power to dispose or to direct the disposition of:

323,138

 
(iv)
shared power to dispose or to direct the disposition of:

0

(ii)
Millennium Group LLC9

 
(a)
Amount beneficially owned:

323,138 shares

 
(b)
Percent of Class:

Approximately 7.0%10

 
(c)
Number of shares as to which such person has:

 
(i)
sole power to vote or to direct the vote:

323,138

 
(ii)
shared power to vote or to direct the vote:

0
 
_______________________________________
8 See footnote 1.

9 See footnote 7.

10 See footnote 1.

 
 
 
 
Cusip No. 86272T403
13G
  

 
 
(iii)
sole power to dispose or to direct the disposition of:

323,138

 
(iv)
shared power to dispose or to direct the disposition of:

0

(iii)
Highland Park Partners Fund LP11

 
(a)
Amount beneficially owned:

0

 
(b)
Percent of Class:

0%12

 
(c)
Number of shares as to which such person has:

 
(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 the disposition of:

0

(iv)
HPP GP LLC13

 
(a)
Amount beneficially owned:

0 shares

_______________________________________
11 After this filing, Highland Park Partners Fund LP will no longer be a Reporting Person, or part of a group, with respect to the Series B Preferred Stock of the Issuer.
 
12 See footnote 1.
 
13 After this filing, HPP GP LLC will no longer be a Reporting Person, or part of a group, with respect to the Series B Preferred Stock of the Issuer.
 
 
 
 
 
Cusip No. 86272T403
13G
  

 
 
(b)
Percent of Class:

0%14

 
(c)
Number of shares as to which such person has:

 
(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 the disposition of:

0

(v)
Trent Stedman15

 
(a)
Amount beneficially owned:

323,138 shares

 
(b)
Percent of Class:

Approximately 7.0%16

 
(c)
Number of shares as to which such person has:

 
(i)
sole power to vote or to direct the vote:

323,138

 
(ii)
shared power to vote or to direct the vote:

0

_______________________________________
14 See footnote 1.

15 See footnote 7.

16 See footnote 1.

 
 
 
 
 
Cusip No. 86272T403
13G
  
 
 
 
(iii)
sole power to dispose or to direct the disposition of:

323,138

 
(iv)
shared power to dispose or to direct the disposition of:

0

(vi)
Thomas Patrick17

 
(a)
Amount beneficially owned:

82,262 shares

 
(b)
Percent of Class:

Approximately 1.8%18

 
(c)
Number of shares as to which such person has:

 
(i)
sole power to vote or to direct the vote:

82,262

 
(ii)
shared power to vote or to direct the vote:

0

 
(iii)
sole power to dispose or to direct the disposition of:

82,262

 
(iv)
shared power to dispose or to direct the disposition of:

0

Item 5
Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

Item 6
Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable.

_______________________________________
17 See footnote 7.

18 See footnote 1.
 
 
 
 
 
 
Cusip No. 86272T403
13G
  
 
 
Item 7
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

Not applicable.

Item 8
Identification and Classification of Members of the Group:

Not Applicable.

Item 9
Notice of Dissolution of Group:

Not Applicable.

Item 10
Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 
 
 
Cusip No. 86272T403
13G
  
 
 
Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of April 21, 2010
 NV North American Opportunity Fund  
 
By:
Millennium Group LLC
  
       
 
By:
/s/ Barton S. Aronson
  
  Barton S. Aronson, Authorized Signatory for Trent Stedman, Sole Member
       
Dated as of April 21, 2010
 Millennium Group LLC  
       
 
By:
/s/ Barton S. Aronson
  
  Barton S. Aronson, Authorized Signatory for Trent Stedman, Member
       
Dated as of April 21, 2010
 Highland Park Partners Fund LP  
 
By:
  HPP GP LLC
  
       
 
By:
/s/ Barton S. Aronson
  
  Barton S. Aronson, Authorized Signatory for Trent Stedman, Sole Member
       
       
Dated as of April 21, 2010
 HPP GP LLC  
       
 
By:
/s/ Barton S. Aronson
  
  Barton S. Aronson, Authorized Signatory for Trent Stedman, Sole Member
       
Dated as of April 21, 2010
  
/s/ Barton S. Aronson
  
  Barton S. Aronson, Authorized Signatory for Trent Stedman
       
Dated as of April 22, 2010
  
/s/ Thomas Patrick
  
  Thomas Patrick

 
 
 

Exhibit A
Agreement of Joint Filing

Pursuant to 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to join in the filing on behalf of each of them of a Statement on Schedule 13G and any and all amendments thereto, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Dated as of April 21, 2010
NV North American Opportunity Fund
 
By: Millennium Group LLC
   
 
By: /s/ Barton S. Aronson
  
 
Barton S. Aronson, Authorized Signatory for Trent Stedman, Sole Member
     
Dated as of April 21, 2010
Millennium Group LLC
   
 
By: /s/ Barton S. Aronson
  
 
Barton S. Aronson, Authorized Signatory for Trent Stedman, Member
     
Dated as of April 21, 2010
Highland Park Partners Fund LP
 
By: HPP GP LLC
     
 
By: /s/ Barton S. Aronson
  
 
Barton S. Aronson, Authorized Signatory for Trent Stedman, Sole Member
     
Dated as of April 21, 2010
HPP GP LLC
     
 
By: /s/ Barton S. Aronson
  
 
Barton S. Aronson, Authorized Signatory for Trent Stedman, Sole Member
     
Dated as of April 21, 2010
   /s/ Barton S. Aronson
  
 
Barton S. Aronson, Authorized Signatory for Trent Stedman
     
Dated as of April 22, 2010
   /s/ Thomas Patrick
  
 
Thomas Patrick