If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box: ☐
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).
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
HLT Holdco III Prime LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
15,317,691
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
15,317,691
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,317,691
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
7.1%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
SCHEDULE 13D
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|
|
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|
1
|
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NAMES OF
REPORTING PERSONS
HLT BREH VI Holdco Prime LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
52,121
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
52,121
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,121
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Less than 0.1%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
SCHEDULE 13D
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|
|
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1
|
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NAMES OF
REPORTING PERSONS
HLT A23 Holdco Prime LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
526,273
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
526,273
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
526,273
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.2%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
SCHEDULE 13D
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1
|
|
NAMES OF
REPORTING PERSONS
HLT BREP VI.TE.2 Holdco Prime LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,479,651
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,479,651
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,479,651
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.7%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
SCHEDULE 13D
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|
|
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|
1
|
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NAMES OF
REPORTING PERSONS
HLT A23 BREH VI Holdco Prime LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
3,067
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
3,067
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,067
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Less than 0.1%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
SCHEDULE 13D
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1
|
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NAMES OF
REPORTING PERSONS
HLT BREH Intl II Holdco Prime LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
8,784
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
8,784
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,784
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Less than 0.1%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
HLT Holdco II Prime LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
15,317,691
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
15,317,691
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,317,691
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
7.1%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
HLT Holdco Prime LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
15,317,691
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
15,317,691
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,317,691
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
7.1%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
HLT BREP VI.TE.2 Holdings Prime Holdco LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,479,651
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,479,651
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,479,651
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.7%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
HLT BREH VI-A Holdings Prime Holdco LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
3,067
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
3,067
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,067
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Less than 0.1%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
HLT BREH Intl II Holdings Holdco Prime LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
8,784
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
8,784
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,784
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Less than 0.1%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
BH Hotels Holdco Prime LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
15,896,085
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
15,896,085
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,896,085
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
7.4%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Blackstone Real Estate Partners VI Prime L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
15,896,085
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
15,896,085
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,896,085
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
7.4%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Blackstone Capital Partners V Prime L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
15,896,085
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
15,896,085
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,896,085
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
7.4%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Blackstone Real Estate Partners VI.TE.2 Prime L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,479,651
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,479,651
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,479,651
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.7%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Blackstone Real Estate Holdings VI Prime L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
3,067
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
3,067
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,067
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Less than 0.1%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Blackstone Real Estate Holdings International II-Q Prime
L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Alberta, Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
8,784
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
8,784
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,784
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Less than 0.1%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Blackstone Real Estate Associates VI L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,479,651
|
|
8
|
|
SHARED VOTING POWER
15,896,085
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,479,651
|
|
10
|
|
SHARED DISPOSITIVE POWER
15,896,085
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,375,736
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
8.1%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
BREA VI L.L.C.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,479,651
|
|
8
|
|
SHARED VOTING POWER
15,896,085
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,479,651
|
|
10
|
|
SHARED DISPOSITIVE POWER
15,896,085
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,375,736
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
8.1%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Blackstone Management Associates V L.L.C.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
15,896,085
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
15,896,085
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,896,085
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
7.4%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
BMA V L.L.C.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
15,896,085
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
15,896,085
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,896,085
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
7.4%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
BREP VI Side-by-Side GP L.L.C.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
3,067
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
3,067
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,067
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Less than 0.1%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
BREP International II-Q GP L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
8,784
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
8,784
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,784
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Less than 0.1%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
BREP International II-Q GP L.L.C.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
8,784
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
8,784
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,784
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Less than 0.1%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Blackstone Holdings III L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Quebec, Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
17,387,587
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
17,387,587
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,387,587
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
8.1%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Blackstone Holdings III GP L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
17,387,587
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
17,387,587
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,387,587
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
8.1%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Blackstone Holdings III GP Management L.L.C.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
17,387,587
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
17,387,587
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,387,587
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
8.1%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
The Blackstone Group L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
17,387,587
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
17,387,587
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,387,587
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
8.1%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
PN
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Blackstone Group Management L.L.C.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
17,387,587
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
17,387,587
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,387,587
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
8.1%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Stephen A. Schwarzman
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
17,397,132
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
17,397,132
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,397,132
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
8.1%
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
IN
|
This Amendment No. 2 to Schedule 13D relates to shares of Common Stock, par value $0.01 per share
(the
Common Stock
), of Park Hotels & Resorts Inc., a Delaware corporation (the
Issuer
), and amends the initial statement on Schedule 13D filed on January 13, 2017, and Amendment No. 1 to the
Schedule 13D filed on March 17, 2017 (collectively, the
Schedule 13D
). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D.
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a)-(b) are hereby amended by
amending and restating the first three paragraphs thereof as follows:
(a) and (b) Calculations of the percentage of shares of Common
Stock beneficially owned assumes that there are a total of 214,835,403 shares of Common Stock outstanding as of May 29, 2017, as reported in the Issuers preliminary prospectus supplement filed with the Securities and Exchange Commission
on June 1, 2017 pursuant to Rule 424(b)(5).
The aggregate number and percentage of shares of Common Stock beneficially owned by each
Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to
dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof, HLT Holdco III Prime LLC directly owns 15,317,691 shares of Common Stock, HLT BREH VI Holdco Prime LLC directly owns
52,121 shares of Common Stock, HLT A23 Holdco Prime LLC directly owns 526,273 shares of Common Stock, HLT BREP VI.TE.2 Holdco Prime LLC directly owns 1,479,651 shares of Common Stock, HLT A23 BREH VI Holdco Prime LLC directly owns 3,067 shares of
Common Stock, HLT BREH Intl II Holdco Prime LLC directly owns 8,784 shares of Common Stock, and Stephen A. Schwarzman directly owns 9,545 shares of Common Stock.
Item 5(c) is hereby amended and restated as follows:
(c) The Sponsor Stockholders sold the following shares of Common Stock pursuant to the June 2017 Underwriting Agreement (as defined below) on
June 7, 2017 at a price of $26.05 per share:
|
|
|
|
|
Sponsor Stockholder
|
|
Number of Shares Sold
|
|
HLT Holdco III Prime LLC
|
|
|
13,169,575
|
|
HLT BREH VI Holdco Prime LLC
|
|
|
46,476
|
|
HLT A23 Holdco Prime LLC
|
|
|
453,919
|
|
HLT BREP VI.TE.2 Holdco Prime LLC
|
|
|
1,319,463
|
|
HLT A23 BREH VI Holdco Prime LLC
|
|
|
2,735
|
|
HLT BREH Intl II Holdco Prime LLC
|
|
|
7,832
|
|
Except as set forth in this Amendment No. 2, none of the Reporting Persons has effected any transaction
in the past 60 days in the shares of Common Stock.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 6 of the Schedule 13D shall be supplemented by adding the following:
June 2017 Secondary Offering
On June 1, 2017, the Issuer and Sponsor Stockholders entered into an underwriting agreement (the
June 2017 Underwriting
Agreement
) with the underwriter named therein (the
June 2017 Underwriter
). Pursuant to the June 2017 Underwriting Agreement, the Sponsor Stockholders sold in the aggregate 15,000,000 shares of Common Stock at a price of
$26.05 per share. The sale of the shares of Common Stock pursuant to the June 2017 Underwriting Agreement closed on June 7, 2017.
References to and descriptions of the June 2017 Underwriting Agreement set forth above in this
Item 6 do not purport to be complete and are qualified in their entirety by reference to the full text of the June 2017 Underwriting Agreement, which has been filed as Exhibit F hereto and incorporated by reference herein.
Lock-Up Agreement
In
connection with the secondary offering described herein, the Issuer, the Issuers executive officers and certain directors and the Sponsor Stockholders have agreed with the June 2017 Underwriter, subject to specified exceptions, not to offer,
pledge or sell any of the shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock, for a period of 30 days after June 1, 2017 except with the prior written consent of the June 2017 Underwriter.
References to and descriptions of the lock-up agreement set forth above in this Item 6 do not purport to be complete and are qualified in
their entirety by reference to the full text of the lock-up agreement, a form of which has been filed as Exhibit G hereto and incorporated by reference herein.
Item 6 of the Schedule 13D is hereby amended by amending and restating the first three paragraphs under the Margin Loan
Facility section as follows:
HLT Holdco III LLC, an affiliate of the Sponsor Stockholders (the
Borrower
), has
entered into (i) a Margin Loan Agreement dated as of June 30, 2014 (as amended from time to time, the
Loan Agreement
) with the lenders party thereto (each, a
Lender
) and Morgan Stanley Senior Funding,
Inc. as administrative agent (the
Administrative Agent
) and (ii) Pledge and Security Agreements, in each case between one of the Lenders or its affiliate, as secured party (each, a
Secured Party
and,
collectively, the
Secured Parties
) and Borrower, as pledgor (the
Borrower Pledge Agreements
). In addition, HLT Holdco III LLCs affiliates, HLT Holdco II LLC, HLT BREH Intl II Holdco LLC, HLT BREH VI Holdco
LLC, HLT BREP VI.TE.2 Holdco LLC, HLT A23 Holdco LLC, HLT A23 BREH VI Holdco LLC and the Sponsor Stockholders (each, a
Guarantor
and collectively, the
Guarantors
) have each entered into (x) with each
Secured Party, a Pledge and Security Agreement (each, a
Guarantor Pledge Agreement
and, collectively with the Borrower Pledge Agreements, the
Pledge Agreements
) and (y) with the Administrative Agent and the
Lenders, a full recourse Guarantee of the Borrowers obligations under the Loan Agreement (each, a
Guarantee
and, collectively with the Loan Agreement and the Pledge Agreements, the
Loan Documents
).
As of June 7, 2017, the Borrower has borrowed an aggregate of $1,055,000,000 (not including any interest paid in kind) under the Loan
Agreement. Pursuant to the Pledge Agreements, the Borrowers obligations under the Loan Agreement are secured by a pledge of a basket of shares of common stock owned by the Borrower and the Guarantors, initially consisting of shares of common
stock of HLT, the Issuer and HGV. As of June 7, 2017, the Borrower and the Guarantors have collectively pledged approximately (i) 49.4 million shares of HLT common stock, (ii) 14.8 million shares of HGV common stock and
(iii) 16.9 million shares of Issuer common stock (collectively, the
Pledged Shares
).
The loans under the
Loan Agreement mature on or about June 30, 2018. Upon the occurrence of certain events that are customary for these type of loans, the Lenders may exercise their rights to require the Borrower to pre-pay the loan proceeds, post additional
collateral, and the Secured Parties may exercise their rights to foreclose on, and dispose of, the Pledged Shares and other collateral, in each case, in accordance with the Loan Documents.
Item 7.
|
Material to Be Filed as Exhibits.
|
Item 7 is hereby amended by adding the
following:
|
|
|
Exhibit F
|
|
Underwriting Agreement, dated June 1, 2017, among the Issuer, the June 2017 Underwriter and Sponsor Stockholders (filed as Exhibit 1.1 to the Issuers Current Report on Form 8-K filed on June 5, 2017, and incorporated
herein by reference).
|
|
|
Exhibit G
|
|
Form of Lock-up Agreement (filed as Annex I to Exhibit 1.1 to the Issuers Current Report on Form 8-K filed on June 5, 2017, and incorporated herein by reference).
|
SIGNATURES
After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: June 7, 2017
|
|
|
HLT HOLDCO III PRIME LLC
|
|
|
By:
|
|
/s/ Kenneth A. Caplan
|
Name:
|
|
Kenneth A. Caplan
|
Title:
|
|
Senior Managing Director
|
|
HLT HOLDCO II PRIME LLC
|
|
|
By:
|
|
/s/ Kenneth A. Caplan
|
Name:
|
|
Kenneth A. Caplan
|
Title:
|
|
Senior Managing Director
|
|
HLT HOLDCO PRIME LLC
|
|
|
By:
|
|
/s/ Kenneth A. Caplan
|
Name:
|
|
Kenneth A. Caplan
|
Title:
|
|
Senior Managing Director
|
|
HLT BREH VI HOLDCO PRIME LLC
|
|
|
By:
|
|
/s/ Kenneth A. Caplan
|
Name:
|
|
Kenneth A. Caplan
|
Title:
|
|
Senior Managing Director
|
|
HLT A23 HOLDCO PRIME LLC
|
|
|
By:
|
|
/s/ Kenneth A. Caplan
|
Name:
|
|
Kenneth A. Caplan
|
Title:
|
|
Senior Managing Director
|
|
|
|
HLT BREP VI.TE.2 HOLDCO PRIME LLC
|
By: HLT BREP VI.TE.2 Holdings Prime Holdco LLC, its sole member
|
By: Blackstone Real Estate Partners VI.TE.2 Prime L.P., its sole member
|
By: Blackstone Real Estate Associates VI L.P., its general partner
|
By:
|
|
BREA VI L.L.C., its general partner
|
|
|
|
By:
|
|
/s/ Paul D. Quinlan
|
Name:
|
|
Paul D. Quinlan
|
Title:
|
|
Managing Director
|
[Park Hotels & Resorts Inc. Schedule 13D/A]
|
|
|
HLT A23 BREH VI HOLDCO PRIME LLC
|
By: HLT BREH VI-A Holdings Prime Holdco LLC, its sole member
|
By: Blackstone Real Estate Holdings VI Prime L.P., its sole member
|
By: BREP VI Side-by-Side GP L.L.C.
|
|
|
By:
|
|
/s/ Paul D. Quinlan
|
Name:
|
|
Paul D. Quinlan
|
Title:
|
|
Managing Director
|
|
HLT BREH INTL II HOLDCO PRIME LLC
|
|
|
By:
|
|
/s/ Kenneth A. Caplan
|
Name:
|
|
Kenneth A. Caplan
|
Title:
|
|
Senior Managing Director
|
|
BH HOTELS HOLDCO PRIME LLC
|
By: Blackstone Real Estate Partners VI Prime L.P., its managing member
|
By: Blackstone Real Estate Associates VI L.P., its general partner
|
By: BREA VI L.L.C., its general partner
|
|
|
By:
|
|
/s/ Paul D. Quinlan
|
Name:
|
|
Paul D. Quinlan
|
Title:
|
|
Managing Director
|
|
By: Blackstone Capital Partners V Prime L.P., its managing member
|
By: Blackstone Management Associates V L.L.C., its general partner
|
By: BMA V, L.L.C., its sole member
|
|
|
By:
|
|
/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
|
BLACKSTONE REAL ESTATE PARTNERS VI PRIME L.P.
|
By: Blackstone Real Estate Associates VI L.P., its general partner
|
By: BREA VI L.L.C., its general partner
|
|
|
By:
|
|
/s/ Paul D. Quinlan
|
Name:
|
|
Paul D. Quinlan
|
Title:
|
|
Managing Director
|
|
BLACKSTONE REAL ESTATE ASSOCIATES VI L.P.
|
By: BREA VI L.L.C., its general partner
|
|
|
By:
|
|
/s/ Paul D. Quinlan
|
Name:
|
|
Paul D. Quinlan
|
Title:
|
|
Managing Director
|
|
BREA VI L.L.C.
|
|
|
By:
|
|
/s/ Paul D. Quinlan
|
Name:
|
|
Paul D. Quinlan
|
Title:
|
|
Managing Director
|
[Park Hotels & Resorts Inc. Schedule 13D/A]
|
|
|
BLACKSTONE CAPITAL PARTNERS V PRIME L.P.
|
By: Blackstone Management Associates V L.L.C., its general partner
|
By: BMA V L.L.C., its sole member
|
|
|
By:
|
|
/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
|
BLACKSTONE MANAGEMENT ASSOCIATES V L.L.C.
|
By: BMA V L.L.C., its sole member
|
|
|
By:
|
|
/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
|
BMA V L.L.C.
|
|
|
By:
|
|
/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
|
HLT BREP VI.TE.2 HOLDINGS PRIME HOLDCO LLC
|
By: Blackstone Real Estate Partners VI.TE.2 Prime L.P., its sole member
|
By: Blackstone Real Estate Associates VI L.P., its general partner
|
By: BREA VI L.L.C., its general partner
|
|
|
By:
|
|
/s/ Paul D. Quinlan
|
Name:
|
|
Paul D. Quinlan
|
Title:
|
|
Managing Director
|
|
BLACKSTONE REAL ESTATE PARTNERS VI.TE.2 PRIME L.P.
|
By: Blackstone Real Estate Associates VI L.P., its general partner
|
By: BREA VI L.L.C., its general partner
|
|
|
By:
|
|
/s/ Paul D. Quinlan
|
Name:
|
|
Paul D. Quinlan
|
Title:
|
|
Managing Director
|
|
HLT BREH VI-A HOLDINGS PRIME HOLDCO LLC
|
By: Blackstone Real Estate Holdings VI Prime L.P., its sole member
|
By: BREP VI Side-by-Side GP L.L.C., its general partner
|
|
|
By:
|
|
/s/ Paul D. Quinlan
|
Name:
|
|
Paul D. Quinlan
|
Title:
|
|
Managing Director
|
|
BLACKSTONE REAL ESTATE HOLDINGS VI PRIME L.P.
|
By: BREP VI Side-by-Side GP L.L.C., its general partner
|
|
|
By:
|
|
/s/ Paul D. Quinlan
|
Name:
|
|
Paul D. Quinlan
|
Title:
|
|
Managing Director
|
[Park Hotels & Resorts Inc. Schedule 13D/A]
|
|
|
BREP VI SIDE-BY-SIDE GP L.L.C.
|
|
|
By:
|
|
/s/ Paul D. Quinlan
|
Name:
|
|
Paul D. Quinlan
|
Title:
|
|
Managing Director
|
|
HLT BREH INTL II HOLDINGS HOLDCO PRIME LLC
|
By: Blackstone Real Estate Holdings International
II-Q
Prime L.P., its controlling member
|
By: BREP International II-Q GP L.P., its general partner
|
By: BREP International II-Q GP L.L.C., its general partner
|
|
|
By:
|
|
/s/ Paul D. Quinlan
|
Name:
|
|
Paul D. Quinlan
|
Title:
|
|
Managing Director
|
|
BLACKSTONE REAL ESTATE HOLDINGS INTERNATIONAL II-Q PRIME L.P.
|
By: BREP International II-Q GP L.P., its general partner
|
By: BREP International II-Q GP L.L.C., its general partner
|
|
|
By:
|
|
/s/ Paul D. Quinlan
|
Name:
|
|
Paul D. Quinlan
|
Title:
|
|
Managing Director
|
|
BREP INTERNATIONAL II-Q GP L.P.
|
By: BREP International II-Q GP L.L.C., its general partner
|
|
|
By:
|
|
/s/ Paul D. Quinlan
|
Name:
|
|
Paul D. Quinlan
|
Title:
|
|
Managing Director
|
|
BREP INTERNATIONAL II-Q GP L.L.C.
|
|
|
By:
|
|
/s/ Paul D. Quinlan
|
Name:
|
|
Paul D. Quinlan
|
Title:
|
|
Managing Director
|
|
BLACKSTONE HOLDINGS III L.P.
|
By: Blackstone Holdings III GP L.P., its general partner
|
By: Blackstone Holdings III GP Management L.L.C., its general partner
|
|
|
By:
|
|
/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
|
BLACKSTONE HOLDINGS III GP L.P.
|
By: Blackstone Holdings III GP Management L.L.C., its general partner
|
|
|
By:
|
|
/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
[Park Hotels & Resorts Inc. Schedule 13D/A]
|
|
|
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C.
|
|
|
By:
|
|
/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
|
THE BLACKSTONE GROUP L.P.
|
By: Blackstone Group Management L.L.C., its general partner
|
|
|
By:
|
|
/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
|
BLACKSTONE GROUP MANAGEMENT L.L.C.
|
|
|
By:
|
|
/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
/s/ Stephen A. Schwarzman
|
Stephen A.
Schwarzman
|
[Park Hotels & Resorts Inc. Schedule 13D/A]