Filing Details
- Accession Number:
- 0001193125-17-294596
- Form Type:
- 13D Filing
- Publication Date:
- 2017-09-26 17:12:56
- Filed By:
- Blackstone Holdings Iii L.p.
- Company:
- Hilton Grand Vacations Inc. (NYSE:HGV)
- Filing Date:
- 2017-09-26
- SEC Url:
- 13D 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 | 19,551 | 0 | 19,551 | 0 | 19,551 | Less% |
| HLT BREH VI Holdco | 0 | 0 | 0 | 0 | 0 | 0.0% |
| HLT A | 614 | 0 | 614 | 0 | 614 | Less% |
| HLT BREP VI.TE | 0 | 0 | 0 | 0 | 0 | 0.0% |
| HLT A | 0 | 0 | 0 | 0 | 0 | 0.0% |
| HLT BREH Intl II Holdco | 0 | 0 | 0 | 0 | 0 | 0.0% |
| HLT Holdco II | 19,551 | 0 | 19,551 | 0 | 19,551 | Less% |
| HLT Holdco | 19,551 | 0 | 19,551 | 0 | 19,551 | Less% |
| HLT BREP VI.TE | 0 | 0 | 0 | 0 | 0 | 0.0% |
| HLT BREH VI-A Holdings Holdco | 0 | 0 | 0 | 0 | 0 | 0.0% |
| HLT BREH Intl II Holdings Holdco | 0 | 0 | 0 | 0 | 0 | 0.0% |
| BH Hotels Holdco | 20,165 | 0 | 20,165 | 0 | 20,165 | Less% |
| Blackstone Real Estate Partners VI | 0 | 20,165 | 0 | 20,165 | 20,165 | Less% |
| Blackstone Capital Partners V | 0 | 20,165 | 0 | 20,165 | 20,165 | Less% |
| Blackstone Real Estate Partners VI.TE | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Blackstone Real Estate Holdings VI | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Blackstone Real Estate Holdings International II-Q | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Blackstone Real Estate Associates VI | 0 | 20,165 | 0 | 20,165 | 20,165 | Less% |
| BREA VI | 0 | 20,165 | 0 | 20,165 | 20,165 | Less% |
| Blackstone Management Associates V | 0 | 20,165 | 0 | 20,165 | 20,165 | Less% |
| BMA V | 0 | 20,165 | 0 | 20,165 | 20,165 | Less% |
| BREP VI Side-by-Side GP | 0 | 0 | 0 | 0 | 0 | 0.0% |
| BREP International II-Q GP | 0 | 0 | 0 | 0 | 0 | 0.0% |
| BREP International II-Q GP | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Blackstone Holdings III | 58,265 | 0 | 58,265 | 0 | 58,265 | 0.1% |
| Blackstone Holdings III GP | 58,265 | 0 | 58,265 | 0 | 58,265 | 0.1% |
| Blackstone Holdings III GP Management | 58,265 | 0 | 58,265 | 0 | 58,265 | 0.1% |
| The Blackstone Group | 58,265 | 0 | 58,265 | 0 | 58,265 | 0.1% |
| Blackstone Group Management | 58,265 | 0 | 58,265 | 0 | 58,265 | 0.1% |
| Stephen A. Schwarzman | 111,607 | 0 | 111,607 | 0 | 111,607 | 0.1% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 3)
Hilton Grand Vacations Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
43283X105
(CUSIP Number)
Tyler S. Henritze
The Blackstone Group L.P.
345 Park Avenue
New York, New York 10154
Tel: (212) 583-5000
with a copy to:
Brian M. Stadler
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Tel: (212) 455-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 20, 2017
(Date of Event which Requires Filing of this Statement)
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: ☐
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
| * | 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).
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 1 | NAMES OF REPORTING PERSONS
HLT Holdco III 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
19,551 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
19,551 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,551 | |||||
| 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 | |||||
2
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 1 | NAMES OF REPORTING PERSONS
HLT BREH VI 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
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
3
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 1 | NAMES OF REPORTING PERSONS
HLT A23 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
614 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
614 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
614 | |||||
| 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 | |||||
4
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 1 | NAMES OF REPORTING PERSONS
HLT BREP VI.TE.2 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
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
5
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 1 | NAMES OF REPORTING PERSONS
HLT A23 BREH VI 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
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
6
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 1 | NAMES OF REPORTING PERSONS
HLT BREH Intl II 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
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
7
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 1 | NAMES OF REPORTING PERSONS
HLT Holdco II 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
19,551 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
19,551 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,551 | |||||
| 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 | |||||
8
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 1 | NAMES OF REPORTING PERSONS
HLT 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
19,551 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
19,551 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,551 | |||||
| 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 | |||||
9
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 1 | NAMES OF REPORTING PERSONS
HLT BREP VI.TE.2 Holdings 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
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
10
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 1 | NAMES OF REPORTING PERSONS
HLT BREH VI-A Holdings 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
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
11
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 1 | NAMES OF REPORTING PERSONS
HLT BREH Intl II Holdings 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
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
12
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 1 | NAMES OF REPORTING PERSONS
BH Hotels 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
20,165 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
20,165 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,165 | |||||
| 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 | |||||
13
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Real Estate Partners 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
0 | ||||
| 8 | SHARED VOTING POWER
20,165 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
20,165 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,165 | |||||
| 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 | |||||
14
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Capital Partners V 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
20,165 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
20,165 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,165 | |||||
| 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 | |||||
15
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Real Estate Partners VI.TE.2 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
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
16
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Real Estate Holdings 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
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
17
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Real Estate Holdings International II-Q 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
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
18
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 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
0 | ||||
| 8 | SHARED VOTING POWER
20,165 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
20,165 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,165 | |||||
| 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 | |||||
19
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 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
0 | ||||
| 8 | SHARED VOTING POWER
20,165 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
20,165 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,165 | |||||
| 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 | |||||
20
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 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
20,165 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
20,165 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,165 | |||||
| 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 | |||||
21
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 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
20,165 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
20,165 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,165 | |||||
| 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 | |||||
22
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 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
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
23
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 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
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
24
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 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
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
25
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 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
58,265 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
58,265 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,265 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
26
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 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
58,265 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
58,265 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,265 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
27
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 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
58,265 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
58,265 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,265 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
28
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 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
58,265 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
58,265 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,265 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
29
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 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
58,265 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
58,265 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,265 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
30
SCHEDULE 13D
| CUSIP No. 43283X105 |
| 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
111,607 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
111,607 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,607 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
31
This Amendment No. 3 to Schedule 13D relates to shares of Common Stock, par value $0.01 per share (the Common Stock), of Hilton Grand Vacations Inc., a Delaware corporation (the Issuer), and amends the initial statement on Schedule 13D filed on January 13, 2017, Amendment No. 1 to Schedule 13D filed on March 17, 2017 and Amendment No. 2 to Schedule 13D filed on June 20, 2017 (collectively, the Schedule 13D). Capitalized terms used but not defined in this Amendment No. 3 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 99,082,128 shares of Common Stock outstanding as of July 27, 2017, as reported in the Issuers prospectus supplement filed with the Securities and Exchange Commission on August 14, 2017 pursuant to Rule 424(b)(3).
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 LLC directly owns 19,551 shares of Common Stock, HLT A23 Holdco LLC directly owns 614 shares of Common Stock, Blackstone Holdings III L.P. directly holds 38,100 shares of Common Stock and Stephen A. Schwarzman directly owns 53,342 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 in privately negotiated transactions that closed on September 25, 2017 at a price of $35.91 per share:
| Sponsor Stockholder | Number of Shares Sold | |||
| HLT Holdco III LLC | 4,487,251 | |||
| HLT BREH VI Holdco LLC | 15,806 | |||
| HLT A23 Holdco LLC | 154,637 | |||
| HLT BREP VI.TE.2 Holdco LLC | 448,712 | |||
| HLT A23 BREH VI Holdco LLC | 930 | |||
| HLT BREH Intl II Holdco LLC | 2,664 | |||
The Reporting Persons made the following in-kind distribution of shares on September 15, 2017, as described further below:
| Reporting Person | Number of Shares Distributed In-Kind | |||
| HLT Holdco III LLC | 221,567 | |||
| HLT A23 Holdco LLC | 6,957 | |||
The above represents distributions of shares of Common Stock previously held directly by HLT Holdco III LLC and HLT A23 Holdco LLC, as applicable, to members of BREA VI L.L.C. and BMA V L.L.C., including Blackstone Holdings III L.P., Kenneth A. Caplan and Stephen A. Schwarzman, in respect of their indirect interests in such entities.
32
Except as set forth in this Amendment No. 3, none of the Reporting Persons has effected any transaction during the past 60 days in the shares of Common Stock.
Item 5(e) is hereby amended and restated as follows:
(e) As of September 25, 2017, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock.
33
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: September 26, 2017
| HLT HOLDCO III LLC | ||
| By: | /s/ Kenneth A. Caplan | |
| Name: | Kenneth A. Caplan | |
| Title: | Senior Managing Director | |
| HLT HOLDCO II LLC | ||
| By: | /s/ Kenneth A. Caplan | |
| Name: | Kenneth A. Caplan | |
| Title: | Senior Managing Director | |
| HLT HOLDCO LLC | ||
| By: | /s/ Kenneth A. Caplan | |
| Name: | Kenneth A. Caplan | |
| Title: | Senior Managing Director | |
| HLT BREH VI HOLDCO LLC | ||
| By: | /s/ Kenneth A. Caplan | |
| Name: | Kenneth A. Caplan | |
| Title: | Senior Managing Director | |
| HLT A23 HOLDCO LLC | ||
| By: | /s/ Kenneth A. Caplan | |
| Name: | Kenneth A. Caplan | |
| Title: | Senior 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 D. Quinlan | |
| Name: | Paul D. Quinlan | |
| Title: | Managing Director | |
[Hilton Grand Vacations Inc. Schedule 13D/A]
34
| 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 D. Quinlan | |
| Name: | Paul D. Quinlan | |
| Title: | Managing Director | |
| HLT BREH INTL II HOLDCO LLC | ||
| By: | /s/ Kenneth A. Caplan | |
| Name: | Kenneth A. Caplan | |
| Title: | Senior Managing Director | |
| BH HOTELS HOLDCO LLC | ||
| By: | /s/ Kenneth A. Caplan | |
| Name: | Kenneth A. Caplan | |
| Title: | Senior Managing Director | |
| 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 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 | |
| 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 | |
[Hilton Grand Vacations Inc. Schedule 13D/A]
| 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 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 D. Quinlan | |
| Name: | Paul D. 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 D. Quinlan | |
| Name: | Paul D. 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 D. Quinlan | |
| Name: | Paul D. 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 D. Quinlan | |
| Name: | Paul D. Quinlan | |
| Title: | Managing Director | |
| BREP VI SIDE-BY-SIDE GP L.L.C. | ||
| By: | /s/ Paul D. Quinlan | |
| Name: | Paul D. Quinlan | |
| Title: | Managing Director | |
[Hilton Grand Vacations Inc. Schedule 13D/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 D. Quinlan | |
| Name: | Paul D. 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 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 | |
| BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
[Hilton Grand Vacations Inc. Schedule 13D/A]
| 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 | ||
[Hilton Grand Vacations Inc. Schedule 13D/A]