Filing Details
- Accession Number:
- 0001193125-17-043611
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-14 16:41:21
- Filed By:
- Blackstone Holdings Iii L.p.
- Company:
- Hilton Worldwide Holdings Inc. (NYSE:HLT)
- Filing Date:
- 2017-02-14
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| HLT Holdco III | 116,423,919 | 0 | 116,423,919 | 0 | 116,423,919 | 35.3% |
| HLT Holdco II | 116,423,919 | 0 | 116,423,919 | 0 | 116,423,919 | 35.3% |
| HLT BREP VI.TE | 11,593,193 | 0 | 11,593,193 | 0 | 11,593,193 | 3.5% |
| HLT BREP VI.TE | 11,593,193 | 0 | 11,593,193 | 0 | 11,593,193 | 3.5% |
| Blackstone Real Estate Partners VI.TE | 11,593,193 | 0 | 11,593,193 | 0 | 11,593,193 | 3.5% |
| HLT BREH VI Holdco | 408,373 | 0 | 408,373 | 0 | 408,373 | 0.1% |
| Blackstone Real Estate Holdings VI | 24,031 | 0 | 24,031 | 0 | 24,031 | Less than 0.1% |
| BREP VI Side-by-Side GP | 24,031 | 0 | 24,031 | 0 | 24,031 | Less than 0.1% |
| HLT BREH Intl II Holdco | 68,823 | 0 | 68,823 | 0 | 68,823 | Less than 0.1% |
| HLT BREH Intl II Holdings Holdco | 68,823 | 0 | 68,823 | 0 | 68,823 | Less than 0.1% |
| Blackstone Real Estate Holdings International II-Q | 68,823 | 0 | 68,823 | 0 | 68,823 | Less than 0.1% |
| BREP International II-Q GP | 68,823 | 0 | 68,823 | 0 | 68,823 | Less than 0.1% |
| BREP International II-Q GP | 68,823 | 0 | 68,823 | 0 | 68,823 | Less than 0.1% |
| HLT Holdco | 116,423,919 | 0 | 116,423,919 | 0 | 116,423,919 | 35.3% |
| HLT A | 24,031 | 0 | 24,031 | 0 | 24,031 | Less than 0.1% |
| HLT BREH VI-A Holdings Holdco | 24,031 | 0 | 24,031 | 0 | 24,031 | Less than 0.1% |
| HLT A | 4,010,626 | 0 | 4,010,626 | 0 | 4,010,626 | 1.2% |
| BH Hotels Holdco | 120,842,918 | 0 | 120,842,918 | 0 | 120,842,918 | 36.7% |
| Blackstone Real Estate Partners VI | 0 | 120,842,918 | 0 | 120,842,918 | 120,842,918 | 36.7% |
| Blackstone Capital Partners V | 0 | 120,842,918 | 0 | 120,842,918 | 120,842,918 | 36.7% |
| Blackstone Management Associates V | 0 | 120,842,918 | 0 | 120,842,918 | 120,842,918 | 36.7% |
| BMA V | 0 | 120,842,918 | 0 | 120,842,918 | 120,842,918 | 36.7% |
| Blackstone Real Estate Associates VI | 11,593,193 | 120,842,918 | 11,593,193 | 120,842,918 | 132,436,111 | 40.2% |
| BREA VI | 11,593,193 | 120,842,918 | 11,593,193 | 120,842,918 | 132,436,111 | 40.2% |
| Blackstone Holdings III | 132,528,965 | 0 | 132,528,965 | 0 | 132,528,965 | 40.2% |
| Blackstone Holdings III GP | 132,528,965 | 0 | 132,528,965 | 0 | 132,528,965 | 40.2% |
| Blackstone Holdings III GP Management | 132,528,965 | 0 | 132,528,965 | 0 | 132,528,965 | 40.2% |
| The Blackstone Group | 132,528,965 | 0 | 132,528,965 | 0 | 132,528,965 | 40.2% |
| Blackstone Group Management | 132,528,965 | 0 | 132,528,965 | 0 | 132,528,965 | 40.2% |
| Stephen A. Schwarzman | 132,543,669 | 0 | 132,543,669 | 0 | 132,543,669 | 40.2% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
HILTON WORLDWIDE HOLDINGS INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
43300A 203
(CUSIP Number)
December 31, 2016
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting persons 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).
13G
| CUSIP No. 43300A 203 | Page 2 of 45 Pages |
| 1. | Name of Reporting Persons:
HLT Holdco III LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
116,423,919 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
116,423,919 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
116,423,919 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
35.3% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| CUSIP No. 43300A 203 | Page 3 of 45 Pages |
| 1. | Name of Reporting Persons:
HLT Holdco II LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
116,423,919 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
116,423,919 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
116,423,919 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
35.3% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| CUSIP No. 43300A 203 | Page 4 of 45 Pages |
| 1. | Name of Reporting Persons:
HLT BREP VI.TE.2 Holdco LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
11,593,193 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
11,593,193 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
11,593,193 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
3.5% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| CUSIP No. 43300A 203 | Page 5 of 45 Pages |
| 1. | Name of Reporting Persons:
HLT BREP VI.TE.2 Holdings Holdco LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
11,593,193 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
11,593,193 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
11,593,193 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
3.5% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| CUSIP No. 43300A 203 | Page 6 of 45 Pages |
| 1. | Name of Reporting Persons:
Blackstone Real Estate Partners VI.TE.2 L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
11,593,193 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
11,593,193 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
11,593,193 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
3.5% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| CUSIP No. 43300A 203 | Page 7 of 45 Pages |
| 1. | Name of Reporting Persons:
HLT BREH VI Holdco LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
408,373 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
408,373 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
408,373 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| CUSIP No. 43300A 203 | Page 8 of 45 Pages |
| 1. | Name of Reporting Persons:
Blackstone Real Estate Holdings VI L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
24,031 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
24,031 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
24,031 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
Less than 0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| CUSIP No. 43300A 203 | Page 9 of 45 Pages |
| 1. | Name of Reporting Persons:
BREP VI Side-by-Side GP L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
24,031 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
24,031 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
24,031 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
Less than 0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| CUSIP No. 43300A 203 | Page 10 of 45 Pages |
| 1. | Name of Reporting Persons:
HLT BREH Intl II Holdco LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
68,823 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
68,823 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
68,823 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
Less than 0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| CUSIP No. 43300A 203 | Page 11 of 45 Pages |
| 1. | Name of Reporting Persons:
HLT BREH Intl II Holdings Holdco LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
68,823 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
68,823 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
68,823 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
Less than 0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| CUSIP No. 43300A 203 | Page 12 of 45 Pages |
| 1. | Name of Reporting Persons:
Blackstone Real Estate Holdings International II-Q L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
68,823 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
68,823 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
68,823 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
Less than 0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| CUSIP No. 43300A 203 | Page 13 of 45 Pages |
| 1. | Name of Reporting Persons:
BREP International II-Q GP L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
68,823 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
68,823 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
68,823 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
Less than 0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| CUSIP No. 43300A 203 | Page 14 of 45 Pages |
| 1. | Name of Reporting Persons:
BREP International II-Q GP L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
68,823 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
68,823 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
68,823 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
Less than 0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| CUSIP No. 43300A 203 | Page 15 of 45 Pages |
| 1. | Name of Reporting Persons:
HLT Holdco LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
116,423,919 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
116,423,919 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
116,423,919 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
35.3% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| CUSIP No. 43300A 203 | Page 16 of 45 Pages |
| 1. | Name of Reporting Persons:
HLT A23 BREH VI Holdco LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
24,031 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
24,031 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
24,031 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
Less than 0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| CUSIP No. 43300A 203 | Page 17 of 45 Pages |
| 1. | Name of Reporting Persons:
HLT BREH VI-A Holdings Holdco LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
24,031 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
24,031 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
24,031 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
Less than 0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| CUSIP No. 43300A 203 | Page 18 of 45 Pages |
| 1. | Name of Reporting Persons:
HLT A23 Holdco LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
4,010,626 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
4,010,626 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
4,010,626 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
1.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| CUSIP No. 43300A 203 | Page 19 of 45 Pages |
| 1. | Name of Reporting Persons:
BH Hotels Holdco LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
120,842,918 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
120,842,918 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
120,842,918 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
36.7% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| CUSIP No. 43300A 203 | Page 20 of 45 Pages |
| 1. | Name of Reporting Persons:
Blackstone Real Estate Partners VI L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
120,842,918 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
120,842,918 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
120,842,918 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
36.7% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| CUSIP No. 43300A 203 | Page 21 of 45 Pages |
| 1. | Name of Reporting Persons:
Blackstone Capital Partners V L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
120,842,918 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
120,842,918 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
120,842,918 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
36.7% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| CUSIP No. 43300A 203 | Page 22 of 45 Pages |
| 1. | Name of Reporting Persons:
Blackstone Management Associates V L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
120,842,918 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
120,842,918 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
120,842,918 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
36.7% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| CUSIP No. 43300A 203 | Page 23 of 45 Pages |
| 1. | Name of Reporting Persons:
BMA V L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
120,842,918 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
120,842,918 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
120,842,918 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
36.7% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| CUSIP No. 43300A 203 | Page 24 of 45 Pages |
| 1. | Name of Reporting Persons:
Blackstone Real Estate Associates VI L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
11,593,193 | ||||
| 6. | Shared Voting Power:
120,842,918 | |||||
| 7. | Sole Dispositive Power:
11,593,193 | |||||
| 8. | Shared Dispositive Power:
120,842,918 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
132,436,111 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
40.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| CUSIP No. 43300A 203 | Page 25 of 45 Pages |
| 1. | Name of Reporting Persons:
BREA VI L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
11,593,193 | ||||
| 6. | Shared Voting Power:
120,842,918 | |||||
| 7. | Sole Dispositive Power:
11,593,193 | |||||
| 8. | Shared Dispositive Power:
120,842,918 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
132,436,111 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
40.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| CUSIP No. 43300A 203 | Page 26 of 45 Pages |
| 1. | Name of Reporting Persons:
Blackstone Holdings III L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Quebec, Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
132,528,965 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
132,528,965 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
132,528,965 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
40.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| CUSIP No. 43300A 203 | Page 27 of 45 Pages |
| 1. | Name of Reporting Persons:
Blackstone Holdings III GP L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
132,528,965 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
132,528,965 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
132,528,965 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
40.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| CUSIP No. 43300A 203 | Page 28 of 45 Pages |
| 1. | Name of Reporting Persons:
Blackstone Holdings III GP Management L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
132,528,965 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
132,528,965 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
132,528,965 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
40.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| CUSIP No. 43300A 203 | Page 29 of 45 Pages |
| 1. | Name of Reporting Persons:
The Blackstone Group L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
132,528,965 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
132,528,965 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
132,528,965 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
40.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
13G
| CUSIP No. 43300A 203 | Page 30 of 45 Pages |
| 1. | Name of Reporting Persons:
Blackstone Group Management L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
132,528,965 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
132,528,965 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
132,528,965 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
40.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
13G
| CUSIP No. 43300A 203 | Page 31 of 45 Pages |
| 1. | Name of Reporting Persons:
Stephen A. Schwarzman | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (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:
132,543,669 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
132,543,669 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
132,543,669 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
40.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
IN | |||||
| Item 1. | (a). Name of Issuer |
Hilton Worldwide Holdings Inc. (the Issuer)
(b). Address of Issuers Principal Executive Offices:
7930 Jones Branch Drive, Suite 1100,
McLean, Virginia, 22102
| Item 2(a). | Name of Person Filing |
| Item 2(b). | Address of Principal Business Office |
| Item 2(c). | Citizenship |
Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of:
| (i) | HLT Holdco III LLC |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (ii) | HLT Holdco II LLC |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (iii) | HLT BREP VI.TE.2 Holdco LLC |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (iv) | HLT BREP VI.TE.2 Holdings Holdco LLC |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (v) | Blackstone Real Estate Partners VI.TE.2 L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (vi) | HLT BREH VI Holdco LLC |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (vii) | Blackstone Real Estate Holdings VI L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (viii) | BREP VI Side-by-Side GP L.L.C. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (ix) | HLT BREH Intl II Holdco LLC |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (x) | HLT BREH Intl II Holdings Holdco LLC |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xi) | Blackstone Real Estate Holdings International II-Q L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xii) | BREP International II-Q GP L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xiii) | BREP International II-Q GP L.L.C. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xiv) | HLT Holdco LLC |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xv) | HLT A23 Holdco LLC |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xvi) | HLT A23 BREH VI Holdco LLC |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xvii) | HLT BREH VI-A Holdings Holdco LLC |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xviii) | BH Hotels Holdco LLC |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xix) | Blackstone Real Estate Partners VI L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xx) | Blackstone Capital Partners V L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xxi) | Blackstone Management Associates V L.L.C. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xxii) | BMA V L.L.C. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xxiii) | Blackstone Real Estate Associates VI L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xxiv) | BREA VI L.L.C. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xxv) | Blackstone Holdings III L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: Quebec, Canada
| (xxvi) | Blackstone Holdings III GP L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xxvii) | Blackstone Holdings III GP Management L.L.C. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xxviii) | The Blackstone Group L.P. |
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xxix) | Blackstone Group Management L.L.C. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xxx) | Stephen A. Schwarzman |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: United States
HLT Holdco III LLC directly holds 116,423,919 shares of Common Stock (as defined below), HLT BREP VI.TE.2 Holdco LLC directly holds 11,593,193 shares of Common Stock, HLT BREH VI Holdco LLC directly holds 408,373 shares of Common Stock, HLT BREH Intl II Holdco LLC directly holds 68,823 shares of Common Stock, HLT A23 Holdco LLC directly holds 4,010,626 shares of Common Stock, and HLT A23 BREH VI Holdco LLC directly holds 24,031 shares of Common Stock (together, the Blackstone Vehicles), and Stephen A. Schwarzman directly holds 14,704 shares of Common Stock.
The sole member of HLT Holdco III LLC is HLT Holdco II LLC. The sole member of HLT Holdco II LLC is HLT Holdco LLC. The sole member of HLT Holdco LLC, HLT BREH VI Holdco LLC and HLT A23 Holdco LLC is BH Hotels Holdco LLC (BH Hotels).
The managing members of BH Hotels are Blackstone Real Estate Partners VI L.P. and Blackstone Capital Partners V L.P. The general partner of Blackstone Capital Partners V L.P. is Blackstone Management Associates V L.L.C. The sole member of Blackstone Management Associates V L.L.C is BMA V L.L.C. The general partner of Blackstone Real Estate Partners VI L.P. is Blackstone Real Estate Associates VI L.P. The general partner of Blackstone Real Estate Associates VI L.P. is BREA VI L.L.C. The managing member of each of BREA VI L.L.C. and BMA V L.L.C. is Blackstone Holdings III L.P.
The sole member of HLT BREP VI.TE.2 Holdco LLC is HLT BREP VI.TE.2 Holdings Holdco LLC. The sole member of HLT BREP VI.TE.2 Holdings Holdco LLC is Blackstone Real Estate Partners VI.TE.2 L.P. The general partner of Blackstone Real Estate Partners VI.TE.2 L.P. is Blackstone Real Estate Associates VI L.P. The general partner of Blackstone Real Estate Associates VI L.P. is BREA VI L.L.C. The managing member of BREA VI L.L.C. is Blackstone Holdings III L.P.
The sole member of HLT BREH Intl II Holdco LLC is HLT BREH Intl II Holdings Holdco LLC. The controlling member of HLT BREH Intl II Holdings Holdco LLC is Blackstone Real Estate Holdings International II-Q L.P. The general partner of Blackstone Real Estate Holdings International II-Q L.P. is BREP International II-Q GP L.P. The general partner of BREP International II-Q GP L.P. is BREP International II-Q GP L.L.C. The sole member of BREP International II-Q GP L.L.C. is Blackstone Holdings III L.P.
The sole member of HLT A23 BREH VI Holdco LLC is HLT BREH VI-A Holdings Holdco LLC. The sole member of HLT BREH VI-A Holdings Holdco LLC is Blackstone Real Estate Holdings VI L.P. The general partner of Blackstone Real Estate Holdings VI L.P. is BREP VI Side-by-Side GP L.L.C. The sole member of BREP VI Side-by-Side GP L.L.C. is Blackstone Holdings III L.P.
The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstones senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each such Reporting Person may be deemed to beneficially own the Common Stock beneficially owned by the Blackstone Vehicles directly or indirectly controlled by it or him, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than the Blackstone Vehicles to the extent they directly hold shares of Common Stock) is the beneficial owner of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Common Stock. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a group for the purposes of Sections 13(d) and 13(g) of the Act.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.01 per share (the Common Stock).
| Item 2(e). | CUSIP Number: |
43300A 203
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
(a) Amount beneficially owned:
Calculations of the percentage of shares of Common Stock beneficially owned assume 329,351,581 shares of Common Stock outstanding as of January 3, 2017, as reported in the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on January 4, 2017. After taking into account the Issuers 1-for-3 reverse stock split that was effective on January 3, 2017, each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Common Stock listed on such Reporting Persons cover page. HLT Holdco III LLC directly holds 116,423,919 shares of Common Stock, HLT BREP VI.TE.2 Holdco LLC directly holds 11,593,193 shares of Common Stock, HLT BREH VI Holdco LLC directly holds 408,373 shares of Common Stock, HLT BREH Intl II Holdco LLC directly holds 68,823 shares of Common Stock, HLT A23 Holdco LLC directly holds 4,010,626 shares of Common Stock, and HLT A23 BREH VI Holdco LLC directly holds 24,031 shares of Common Stock, and Stephen A. Schwarzman directly holds 14,704 shares of Common Stock.
(b) Percent of class:
Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Common Stock listed on such Reporting Persons cover page.
(c) Number of Shares as to which the Reporting Person has:
| (i) | Sole power to vote or to direct the vote: |
See each cover page hereof.
| (ii) | Shared power to vote or to direct the vote: |
See each cover page hereof.
| (iii) | Sole power to dispose or to direct the disposition of: |
See each cover page hereof.
| (iv) | Shared power to dispose or to direct the disposition of: |
See each cover page hereof.
| 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.
| 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. |
Not applicable.
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: February 14, 2017
| HLT HOLDCO III L.L.C. | ||
| By: | /s/ Kenneth A. Caplan | |
| Name: | Kenneth A. Caplan | |
| Title: | Senior Managing Director | |
| HLT HOLDCO II L.L.C. | ||
| By: | /s/ Kenneth A. Caplan | |
| Name: | Kenneth A. Caplan | |
| Title: | Senior Managing Director | |
| HLT HOLDCO L.L.C. | ||
| By: | /s/ Kenneth A. Caplan | |
| Name: | Kenneth A. Caplan | |
| Title: | Senior Managing Director | |
| HLT BREH VI HOLDCO LLC | ||
| By: | BH Hotels Holdco LLC, its sole member | |
| By: | Blackstone Real Estate Partners VI L.P., its managing member | |
| By: | Blackstone Real Estate Associates VI LP, its general partner | |
| By: | BREA VI LLC, its general partner | |
| By: | /s/ Paul Quinlan | |
| Name: | Paul Quinlan | |
| Title: | Managing Director | |
| HLT A23 HOLDCO LLC | ||
| By: | BH Hotels Holdco LLC, its sole member | |
| By: | Blackstone Real Estate Partners VI L.P., its managing member | |
| By: | Blackstone Real Estate Associates VI LP, its general partner | |
| By: | BREA VI LLC, its general partner | |
| By: | /s/ Paul Quinlan | |
| Name: | Paul Quinlan | |
| Title: | Managing Director | |
[Hilton Worldwide Holdings Inc. Schedule 13G/A]
| BH HOTELS HOLDCO LLC | ||
| By: | Blackstone Real Estate Partners VI 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 Quinlan | |
| Name: | Paul Quinlan | |
| Title: | Managing Director | |
| HLT BREP VI.TE.2 HOLDCO LLC | ||
| By: | HLT BREP VI.TE.2 Holdings Holdco LLC, its sole member | |
| By: | Blackstone Real Estate Partners VI.TE.2 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 Quinlan | |
| Name: | Paul Quinlan | |
| Title: | Managing Director | |
| HLT BREP VI.TE.2 HOLDINGS HOLDCO LLC | ||
| By: | Blackstone Real Estate Partners VI.TE.2 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 Quinlan | |
| Name: | Paul Quinlan | |
| Title: | Managing Director | |
| BLACKSTONE REAL ESTATE PARTNERS VI.TE.2 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 Quinlan | |
| Name: | Paul Quinlan | |
| Title: | Managing Director | |
[Hilton Worldwide Holdings Inc. Schedule 13G/A]
| BLACKSTONE REAL ESTATE PARTNERS VI 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 Quinlan | |
| Name: | Paul Quinlan | |
| Title: | Managing Director | |
| BLACKSTONE REAL ESTATE ASSOCIATES VI L.P. | ||
| By: | BREA VI L.L.C., its general partner | |
| By: | /s/ Paul Quinlan | |
| Name: | Paul Quinlan | |
| Title: | Managing Director | |
| BREA VI L.L.C. | ||
| By: | /s/ Paul Quinlan | |
| Name: | Paul Quinlan | |
| Title: | Managing Director | |
| BLACKSTONE CAPITAL PARTNERS V 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 | |
[Hilton Worldwide Holdings Inc. Schedule 13G/A]
| HLT A23 BREH VI HOLDCO LLC | ||
| By: | HLT BREH VI-A Holdings Holdco LLC, its sole member | |
| By: | Blackstone Real Estate Holdings VI L.P., its sole member | |
| By: | BREP VI Side-by-Side GP L.L.C., its general partner | |
| By: | /s/ Paul Quinlan | |
| Name: | Paul Quinlan | |
| Title: | Managing Director | |
| HLT BREH VI-A HOLDINGS HOLDCO LLC | ||
| By: | Blackstone Real Estate Holdings VI L.P., its sole member | |
| By: | BREP VI Side-by-Side GP L.L.C., its general partner | |
| By: | /s/ Paul Quinlan | |
| Name: | Paul Quinlan | |
| Title: | Managing Director | |
| BLACKSTONE REAL ESTATE HOLDINGS VI L.P. | ||
| By: | BREP VI Side-by-Side GP L.L.C., its general partner | |
| By: | /s/ Paul Quinlan | |
| Name: | Paul Quinlan | |
| Title: | Managing Director | |
| BREP VI SIDE-BY-SIDE GP L.L.C. | ||
| By: | /s/ Paul Quinlan | |
| Name: | Paul Quinlan | |
| Title: | Managing Director | |
| HLT BREH INTL II HOLDCO LLC | ||
| By: | /s/ Kenneth A. Caplan | |
| Name: | Kenneth A. Caplan | |
| Title: | Senior Managing Director | |
[Hilton Worldwide Holdings Inc. Schedule 13G/A]
| HLT BREH INTL II HOLDINGS HOLDCO LLC | ||
| By: | Blackstone Real Estate Holdings International | |
| II-Q 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 Quinlan | |
| Name: | Paul Quinlan | |
| Title: | Managing Director | |
| BLACKSTONE REAL ESTATE HOLDINGS INTERNATIONAL II-Q 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 Quinlan | |
| Name: | Paul 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 Quinlan | |
| Name: | Paul Quinlan | |
| Title: | Managing Director | |
| BREP INTERNATIONAL II-Q GP L.L.C. | ||
| By: | /s/ Paul Quinlan | |
| Name: | Paul 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 | |
[Hilton Worldwide Holdings Inc. Schedule 13G/A]
| 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 | |
| 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 | |
| STEPHEN A. SCHWARZMAN | ||
| /s/ Stephen A. Schwarzman | ||
| Name: | Stephen A. Schwarzman | |
[Hilton Worldwide Holdings Inc. Schedule 13G/A]
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated February 14, 2017, among the Reporting Persons (filed herewith). |