Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
ABDOO ELIZABETH A
  2. Issuer Name and Ticker or Trading Symbol
HOST HOTELS & RESORTS, INC. [HST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & General Counsel
(Last)
(First)
(Middle)
6903 ROCKLEDGE DRIVE, SUITE 1500
3. Date of Earliest Transaction (Month/Day/Year)
02/08/2018
(Street)

BETHESDA, MD 20817
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/08/2018   A(1)   42,251 A $ 18.75 211,156 D  
Common Stock 02/08/2018   F   19,205 D $ 18.75 191,951 D  
Common Stock 02/08/2018   A(2)   26,039 A $ 18.75 217,990 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
Non-Qualified Stock Option (right to buy) $ 0             01/22/2014 01/22/2024 Common Stock 20,896   20,896 D  
Non-Qualified Stock Option (right to buy) $ 0             12/31/2015 01/15/2025 Common Stock 18,882   18,882 D  
Non-Qualified Stock Option (right to buy) $ 0             12/31/2016 02/04/2026 Common Stock 33,220   33,220 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ABDOO ELIZABETH A
6903 ROCKLEDGE DRIVE
SUITE 1500
BETHESDA, MD 20817
      EVP & General Counsel  

Signatures

 Elizabeth A. Abdoo   02/12/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On February 13, 2017, the reporting person was granted an award of restricted stock units, which vest in the form of common stock based upon the Issuer's (i) performance against certain strategic objective goals and (ii) total shareholder return (TSR) as compared to the Relative Lodging TSR, Relative NAREIT TSR, and Relative S&P 500 TSR. On February 8, 2018, the Compensation Committee of the Issuer's Board of Directors determined that a portion of the performance goals had been met, resulting in the vesting of these shares.
(2) These shares represent restricted stock units which vest in three equal annual installments beginning on the first anniversary of the grant date and will be settled in shares of the Issuer's common stock.

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