Sec Form 4 Filing - Schnaid Alan M @ STARWOOD HOTEL & RESORTS WORLDWIDE, INC - 2005-12-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Schnaid Alan M 2. Issuer Name and Ticker or Trading Symbol STARWOOD HOTEL & RESORTS WORLDWIDE, INC [ HOT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Corp. Cont. & PAO (Last) (First) (Middle) STARWOOD HOTELS & RESORTS WORLDWIDE, INC, ONE STARPOINT 3. Date of Earliest Transaction (MM/DD/YY) 12/23/2005 (Street) STAMFORD, CT06902 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 12/23/2005 M 13,750 A $ 24.88 28,804 D Common Stock ( 1 ) 12/23/2005 S 13,750 D $ 63.2369 15,054 D Common Stock ( 1 ) 02/07/2006 A 6,706 A $ 0 ( 2 ) 21,760 D Common Stock ( 1 ) 02/07/2006 A 4,024 A $ 0 ( 2 ) 25,784 D Common Stock ( 1 ) 03/01/2006 M 269 A $ 0 ( 2 ) 26,053 D Common Stock ( 1 ) 03/01/2006 F 87 D $ 63.92 25,966 D Common Stock ( 3 ) 05/02/2006 M 12,220 A $ 34.58 ( 4 ) 42,899 ( 5 ) D Common Stock 05/02/2006 S 1,700 D $ 57.36 41,199 D Common Stock 05/02/2006 S 3,036 D $ 57.37 38,163 D Common Stock 05/02/2006 S 12,220 D $ 57.3507 25,943 D Common Stock ( 3 ) 05/03/2006 M 10,998 A $ 38.745 ( 6 ) 36,941 D Common Stock ( 3 ) 05/03/2006 M 6,874 A $ 59.135 ( 7 ) 43,815 D Common Stock 05/03/2006 S 6,874 D $ 58.6 36,941 D Common Stock 05/03/2006 S 10,998 D $ 58.6 25,943 D Common Stock ( 3 ) 01/03/2007 M 16,802 A $ 24.88 ( 8 ) 42,745 D Common Stock 01/03/2007 S 16,802 D $ 62.5 25,943 D Common Stock ( 3 ) 02/07/2007 M 6,148 A $ 59.635 ( 9 ) 32,091 D Common Stock 02/07/2007 S 6,148 D $ 67.2859 25,943 D Common Stock ( 3 ) 02/13/2007 M 6,874 A $ 59.135 ( 7 ) 32,817 D Common Stock 02/13/2007 S 6,874 D $ 67.4901 25,943 D Common Stock 02/18/2007 F 1,479 D $ 68.73 24,464 D Common Stock ( 3 ) 02/20/2007 M 10,998 A $ 38.745 ( 6 ) 35,462 D Common Stock 02/20/2007 S 2,187 D $ 68.67 33,275 D Common Stock 02/20/2007 S 10,998 D $ 68.7324 22,277 D Common Stock 02/28/2007 A 9,325 A $ 0 ( 2 ) 31,602 D Common Stock ( 10 ) 03/01/2007 M 329 A $ 0 ( 11 ) 31,931 D Common Stock ( 10 ) 03/01/2007 M 312 A $ 0 ( 11 ) 32,243 D Common Stock 03/01/2007 F 132 D $ 64.72 32,111 D Common Stock 03/01/2007 F 139 D $ 64.72 31,972 D Common Stock 02/10/2008 F 3,054 D $ 45.44 28,918 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options (Right to buy) $ 24.88 12/23/2005 M 13,750 ( 12 ) 12/23/2010 Common Stock ( 1 ) 13,750 ( 2 ) 13,750 D Stock Options (Right to buy) $ 59.635 02/07/2006 A 20,124 ( 13 ) 02/07/2014 Common Stock ( 1 ) 20,124 ( 2 ) 20,124 D Restricted Stock Units ( 11 ) 03/01/2006 M 269 03/01/2006 ( 14 ) Common Stock ( 1 ) 269 ( 2 ) 269 D Restricted Stock Units ( 11 ) 03/01/2006 A 511 03/01/2007 ( 15 ) Common Stock ( 1 ) 511 ( 2 ) 511 D Stock Options (Right to buy) ( 3 ) $ 34.58 ( 4 ) 05/02/2006 M 12,220 ( 16 ) 02/15/2012 Common Stock 12,220 ( 2 ) 0 D Stock Options (Right to buy) ( 3 ) $ 59.135 ( 7 ) 05/03/2006 M 6,874 ( 17 ) 02/10/2013 Common Stock 6,874 ( 2 ) 20,621 D Stock Options (Right to buy) ( 3 ) $ 38.745 ( 6 ) 05/03/2006 M 10,998 ( 18 ) 02/18/2012 Common Stock 10,998 ( 2 ) 21,996 D Stock Options (Right to buy) ( 3 ) $ 24.88 ( 8 ) 01/03/2007 M 16,802 ( 12 ) 12/23/2010 Common Stock 16,802 ( 2 ) 0 D Stock Options (Right to buy) ( 3 ) $ 59.635 ( 9 ) 02/07/2007 M 6,148 ( 13 ) 02/07/2014 Common Stock 6,148 ( 2 ) 18,443 D Stock Options (Right to buy) ( 3 ) $ 59.135 ( 7 ) 02/13/2007 M 6,874 ( 17 ) 02/10/2013 Common Stock 6,874 ( 2 ) 13,747 D Stock Options (Right to buy) ( 3 ) $ 38.745 ( 6 ) 02/20/2007 M 10,998 ( 18 ) 02/18/2012 Common Stock 10,998 ( 2 ) 10,998 D Restricted Stock Units ( 10 ) ( 11 ) 03/01/2007 M 329 03/01/2006 ( 14 ) Common Stock 329 ( 2 ) 0 D Restricted Stock Units ( 10 ) ( 11 ) 03/01/2007 M 312 03/01/2007 ( 15 ) Common Stock 312 ( 2 ) 312 D Restricted Stock Units ( 11 ) 03/01/2007 A 518 03/01/2008 ( 19 ) Common Stock 518 ( 2 ) 518 D Restricted Stock Units ( 10 ) ( 11 ) 03/01/2008 M 312 03/01/2007 ( 15 ) Common Stock 312 ( 2 ) 0 D Restricted Stock Units ( 11 ) 03/01/2008 M 259 03/01/2008 ( 19 ) Common Stock 259 ( 2 ) 259 D Restricted Stock Units ( 11 ) 03/03/2008 A 734 03/03/2009 ( 20 ) Common Stock 734 ( 2 ) 734 D Stock Options (Right to buy) $ 11.385 02/27/2009 A 39,526 ( 21 ) 02/27/2017 Common Stock 39,526 ( 2 ) 39,526 D Restricted Stock Units ( 11 ) 03/01/2009 M 259 03/01/2008 ( 19 ) Common Stock 259 ( 2 ) 0 D Restricted Stock Units ( 11 ) 03/02/2009 A 2,494 03/02/2010 ( 22 ) Common Stock 2,494 ( 2 ) 2,494 D Restricted Stock Units ( 11 ) 03/03/2009 M 367 03/03/2009 ( 20 ) Common Stock 367 ( 2 ) 367 D Restricted Stock Units ( 11 ) 03/02/2010 M 1,247 03/02/2010 ( 22 ) Common Stock 1,247 ( 2 ) 1,247 D Stock Options (Right to buy) $ 11.385 03/02/2010 M 9,882 ( 21 ) 02/27/2017 Common Stock 9,882 ( 2 ) 29,644 D Restricted Stock Units ( 11 ) 03/03/2010 M 367 03/03/2009 ( 20 ) Common Stock 367 ( 2 ) 0 D Stock Options (Right to buy) ( 3 ) $ 38.745 ( 6 ) 08/04/2010 M 2,393 ( 18 ) 02/18/2012 Common Stock 2,393 ( 2 ) 8,605 D Stock Options (Right to buy) ( 3 ) $ 38.745 ( 6 ) 08/04/2010 M 8,605 ( 18 ) 02/18/2012 Common Stock 8,605 ( 2 ) 0 D Stock Options (Right to buy) ( 3 ) $ 59.135 ( 7 ) 02/18/2011 M 13,747 ( 17 ) 02/10/2013 Common Stock 13,747 ( 2 ) 0 D Restricted Stock Units ( 11 ) 03/02/2011 M 1,247 03/02/2010 ( 22 ) Common Stock 1,247 ( 2 ) 0 D Stock Options (Right to buy) $ 11.385 05/26/2011 M 9,882 ( 21 ) 02/27/2017 Common Stock 9,882 ( 2 ) 19,762 D Stock Options (Right to buy) $ 11.385 02/29/2012 M 9,881 ( 21 ) 02/27/2017 Common Stock 9,881 ( 2 ) 9,881 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schnaid Alan M STARWOOD HOTELS & RESORTS WORLDWIDE, INC ONE STARPOINT STAMFORD, CT06902 SVP, Corp. Cont. & PAO Signatures Kristen Prohl, Attorney-in-Fact 07/11/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Prior to April 7, 2006, holders of Issuer common stock ("Common Stock") also owned an equivalent number of Class B shares of beneficial interest ("Class B Shares") of Starwood Hotels & Resorts, a real estate investment trust (the "Trust"), and those securities were held and traded only in units consisting of one share of Issuer common stock and one Class B Share. On April 7, 2006, the Common Stock became transferable separately from the Class B Shares. ( 2 )Not Applicable. ( 3 )The number of shares of Common Stock subject to this option that was previously reported was multiplied by 1.222, and the exercise price previously reported for this option was divided by 1.222, in an equitable adjustment as a result of the Issuer's April 10, 2006 transaction with Host Hotels & Resorts, Inc. ( 4 )As mentioned in footnote three, the original exercise price for this option was equitably adjusted from $34.58 to $28.2979. ( 5 )As a result of the Issuer's April 10, 2006 transaction with Host Hotels & Resorts, Inc., outstanding restricted stock awards were equitably adjusted to add 4,713 shares of Common Stock to this total. ( 6 )As mentioned in footnote three, the original exercise price for this option was equitably adjusted from $38.745 to $31.7062. ( 7 )As mentioned in footnote three, the original exercise price for this option was equitably adjusted from $59.135 to $48.3920. ( 8 )As mentioned in footnote three, the original exercise price for this option was equitably adjusted from $24.88 to $20.3601. ( 9 )As mentioned in footnote three, the original exercise price for this option was equitably adjusted from $59.635 to $48.8011. ( 10 )The number of shares of Common Stock subject to these Restricted Stock Units that was previously reported has been multiplied by 1.222 in an equitable adjustment as a result of the Issuer's April 10, 2006 transaction with Host Hotels & Resorts, Inc. to arrive at the Common Stock number reported for this transaction. ( 11 )Restricted Stock Units are convertible into Common Stock on a one-for-one basis. ( 12 )This option vests in four equal annual installments beginning on 12/23/2003. ( 13 )This option vests in four equal annual installments beginning on 2/7/2007. ( 14 )The Restricted Stock Units vest in two equal annual installments beginning on 3/1/2006 and automatically convert to Common Stock. ( 15 )The Restricted Stock Units vest in two equal annual installments beginning on 3/1/2007 and automatically convert to Common Stock. ( 16 )This option vests in four equal annual installments beginning on 2/15/2003. ( 17 )This option vests in four equal annual installments beginning on 2/10/2006. ( 18 )This option vests in four equal annual installments beginning on 2/18/2005. ( 19 )The Restricted Stock Units vest in two equal annual installments beginning on 3/1/2008 and automatically convert to Common Stock. ( 20 )The Restricted Stock Units vest in two equal annual installments beginning on 3/3/2009 and automatically convert to Common Stock. ( 21 )This option vests in four equal annual installments beginning on 2/27/2010. ( 22 )The Restricted Stock Units vest in two equal annual installments beginning on 3/2/2010 and automatically convert to Common Stock.

Remarks: ,Multiple Forms Submitted

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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