SEC FORM 4

SEC Form 4

FORM 4

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

1. Name and Address of Reporting Person^*

FARALLON CAPITAL PARTNERS LP

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAPITALSOURCE INC [ CSE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Member of Group owning 10%

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	12/21/2007		P		54,700	A	$17.85	9,399,670	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock, par value $0.01 per share	12/21/2007		P		22,300	A	$17.85	9,421,970	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock, par value $0.01 per share	12/21/2007		P		3,100	A	$17.91	9,425,070	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock, par value $0.01 per share								943,629	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 5 )}
Common Stock, par value $0.01 per share	12/21/2007		P		70,400	A	$17.85	805,591	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 6 )}
Common Stock, par value $0.01 per share	12/21/2007		P		28,600	A	$17.85	834,191	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 6 )}
Common Stock, par value $0.01 per share	12/21/2007		P		4,000	A	$17.91	838,191	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 6 )}
Common Stock, par value $0.01 per share								9,208	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 7 )}
Common Stock, par value $0.01 per share								15,309	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 8 )}
Common Stock, par value $0.01 per share								9,730	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 9 )}
Common Stock, par value $0.01 per share	12/21/2007		P		137,700	A	$17.85	1,177,799	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 10 )}
Common Stock, par value $0.01 per share	12/21/2007		P		56,000	A	$17.85	1,233,799	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 10 )}
Common Stock, par value $0.01 per share	12/21/2007		P		7,800	A	$17.91	1,241,599	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 10 )}
Common Stock, par value $0.01 per share								12,360,936	I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 11 )} ^{( 12 )}
Common Stock, par value $0.01 per share								12,467,836	I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 11 )} ^{( 12 )}
Common Stock, par value $0.01 per share								12,482,736	I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 11 )} ^{( 12 )}
Common Stock, par value $0.01 per share								17,281,519	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 13 )}
Common Stock, par value $0.01 per share								17,281,519	I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 14 )}
Common Stock, par value $0.01 per share	12/21/2007		P		351,900	A	$17.85	20,659,282	I	See Foonotes ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 15 )}
Common Stock, par value $0.01 per share	12/21/2007		P		143,100	A	$17.85	20,802,382	I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 15 )}
Common Stock, par value $0.01 per share	12/21/2007		P		20,100	A	$17.91	20,822,482	I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 15 )}
Common Stock, par value $0.01 per share								33,020,218	I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 16 )} ^{( 17 )} ^{( 18 )} ^{( 19 )}
Common Stock, par value $0.01 per share								33,270,218	I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 16 )} ^{( 17 )} ^{( 18 )} ^{( 19 )}
Common Stock, par value $0.01 per share								33,305,218	I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 16 )} ^{( 17 )} ^{( 18 )} ^{( 19 )}

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

FARALLON CAPITAL PARTNERS LP

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FARALLON CAPITAL INSTITUTIONAL PARTNERS II LP

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RR CAPITAL PARTNERS LP

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TINICUM PARTNERS LP FARALLON

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SCHRIER DEREK C

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Spokes Andrew J M

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

STEYER THOMAS F

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WEHRLY MARK C

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Explanation of Responses:

1. The 33,305,218 Shares of common stock ("Shares") of the Issuer reported on this Form 4 are owned directly by Farallon Capital Partners, L.P. ("FCP"), RR Capital Partners, L.P. ("RR"), Farallon CS Institutional Finance II, L.P. ("FCSLP"), Farallon Capital Institutional Partners, L.P. ("FCIP"), Farallon Capital Institutional Partners II, L.P. ("FCIP II"), Farallon Capital Institutional Partners III, L.P. ("FCIP III"), Tinicum Partners, L.P. ("Tinicum") and Farallon Capital Offshore Investors II, L.P. ("FCOI II") (collectively, the "Farallon Funds") and by a discretionary account (the "Managed Account") managed by Farallon Capital Management, L.L.C. ("FCMLLC").

2. The footnotes of this Form 4 set forth the ownerships of these securities, as well as the other entities and individuals that may be deemed to beneficially own such securities, and explain the relationships between such entities and individuals. The entities and individuals identified in the footnotes of this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such group. Since the number of reporting persons that may be listed on a Form 4 is limited, the entities and individuals listed in the footnotes of this Form 4 that are not reporting persons on this Form 4 are filing two additional Form 4s on the same date as the filing of this Form 4 as reporting persons with respect to the securities described in this Form 4 (the "Parallel Form 4s").

3. Although certain of the entities and individuals referenced in footnote (2) of this Form 4 above are not reporting persons on this Form 4, information regarding them is included on this Form 4 for purposes of clarification and convenience only. Such information is duplicative of the information reported by them in the Parallel Form 4s.

4. The amount of securities shown in this row was purchased and is owned directly by FCP.

5. The amount of securities shown in this row is owned directly by RR.

6. The amount of securities shown in this row was purchased and is owned directly by FCIP.

7. The amount of securities shown in this row is owned directly by FCIP II.

8. The amount of securities shown in this row is owned directly by FCIP III.

9. The amount of securities shown in this row is owned directly by Tinicum.

10. The amount of securities shown in this row was purchased and is owned directly by FCOI II.

11. The amount of securities shown in this row is owned directly by the following entities: FCP, RR, FCIP, FCIP II, FCIP III, Tinicum and FCOI II as set forth in footnotes (4) through (10) of this Form 4.

12. As the general partner of each FCP, RR, FCIP, FCIP II, FCIP III, Tinicum and FCOI II, FPLLC may be deemed to be the beneficial owner of the Issuer's securities held by each of such entities. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 or otherwise, except as to securities representing FPLLC's proportionate interest in each of such entities.

13. The amount of securities shown in this row is owned directly by FCSLP.

14. The amount of securities shown in this row is owned directly by FCSLP. As the general partner to FCSLP, Farallon CS Institutional Finance, L.L.C. ("FCSLLC") may be deemed to be the beneficial owner of the Issuer's securities held by FCSLP. FCSLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 or otherwise, except as to securities representing FCSLLC's proportionate interest in FCSLP.

15. The amount of securities shown in column 4 was purchased and is owned directly by the Managed Account. As the manager to FCSLLC (the general partner to FCSLP) and the Managed Account, FCMLLC may be deemed to be the beneficial owner of the Issuer's securities beneficially owned by each of FCSLP and the Managed Account. FCMLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 or otherwise.

16. The amount of securities shown in this row is owned directly by the Farallon Funds and the Managed Account. Each of William F. Duhamel, Richard B. Fried, Monica R. Landry, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier, Andrew J. M. Spokes and Mark C. Wehrly (collectively, the "Managing Members"), as a managing member of FPLLC and FCMLLC, and Thomas F. Steyer ("Steyer"), Senior Managing Member of FPLLC and FCMLLC, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon Funds and the Managed Account.

17. If Andrew Fremder ("Fremder") and the entities and other individuals identified in this Form 4 were deemed members of a group holding equity securities of the Issuer, all of such entities and persons would be deemed to beneficially own the 33,305,218 Shares of common stock of the Issuer reported on this Table I. Fremder and the entities and other individuals filing this Form 4 expressly disclaim that they are members of any such group and expressly disclaim beneficial ownership for purposes of Section 16 or otherwise of any Shares which would arise through membership in any such group.

18. The Managing Members, Steyer and Fremder disclaim any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 or otherwise.

19. This Form 4 does not include information with respect to any derivative securities previously received as director compensation by Steyer or Fremder.

	/s/ Mark C. Wehrly as attorney-in-fact and/or authorized signer for each of FCP and the reporting persons listed in footnotes (5), (7) and (9).	12/26/2007
	/s/ Mark C. Wehrly for himself and as attorney-in-fact and/or authorized signer for each of Derek C. Schrier, Andrew J. M. Spokes and Thomas F. Steyer.	12/26/2007
	.	12/26/2007
	.	12/26/2007
	.	12/26/2007
	.	12/26/2007
	.	12/26/2007
	.	12/26/2007
	** Signature of Reporting Person	Date
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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