SEC Form 4 · accession 0000899243-17-022295
Hilton Worldwide Holdings Inc. · HLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 15, 2017
Accepted (ET)
Sep 19, 2017 · 6:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001585689
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5,F10,F12,F13,F14,F15 | Sep 15, 2017 | J | 647,942 | — | D | 28,867,417 | I | See Footnotes |
| Common StockF6,F7,F8,F10,F12,F13,F14,F15 | Sep 15, 2017 | J | 20,345 | — | D | 994,439 | I | See Footnotes |
| Common StockF9,F10,F12,F13,F14,F15 | holding | — | — | — | 101,257 | I | See Footnotes | |
| Common StockF11,F12,F13,F14,F15 | holding | — | — | — | 2,874,542 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents a distribution of the shares of common stock of the issuer (the "Common Stock") previously held directly by HLT Holdco III LLC to members of BREA VI L.L.C. and BMA V L.L.C. in respect of their indirect interests in HLT Holdco III LLC.
- F10The 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.
- F11Reflects shares of Common Stock held directly by HLT BREP VI.TE.2 Holdco LLC. 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.
- F12The 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 Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
- F13Due to the limitations of the electronic filing system HLT A23 Holdco LLC, HLT Holdco III LLC, HLT Holdco II LLC, HLT Holdco LLC, BH Hotels Holdco LLC, Blackstone Real Estate Partners VI L.P., Blackstone Real Estate Associates VI L.P. and BREA VI L.L.C. are filing a separate Form 4.
- F14Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
- F15Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- F2HLT Holdco III LLC distributed 511,335 shares of Common Stock to HLT Holdco II LLC, its sole member, which distributed such shares to HLT Holdco LLC, its sole member, which distributed such shares to BH Hotels Holdco LLC ("BH Hotels"), its sole member, which distributed such shares to Blackstone Real Estate Partners VI L.P. and other members, who distributed such shares to Blackstone Real Estate Associates VI L.P., their general partner, which distributed such shares to BREA VI L.L.C., its general partner, which distributed such shares to Blackstone Holdings III L.P., Jonathan D. Gray, Stephen A. Schwarzman and other members.
- F3HLT Holdco III LLC also distributed 136,607 shares of Common Stock to HLT Holdco II LLC, its sole member, which distributed such shares to HLT Holdco LLC, its sole member, which distributed such shares to BH Hotels, its sole member, which distributed such shares to Blackstone Capital Partners V L.P. and another member of BH Hotels, who distributed such shares to Blackstone Management Associates V L.L.C., their general partner, which distributed such shares to BMA V L.L.C., its sole member, which distributed such shares to Stephen A. Schwarzman and other members.
- F4Reflects shares of Common Stock held directly by HLT Holdco III LLC.
- F5HLT Holdco III LLC is a wholly-owned subsidiary of HLT Holdco II LLC. HLT Holdco II LLC is a wholly-owned subsidiary of HLT Holdco LLC. HLT Holdco LLC is a wholly-owned subsidiary of BH Hotels.
- F6Represents a distribution of shares of Common Stock previously held directly by HLT A23 Holdco LLC to members of BREA VI L.L.C. and BMA V L.L.C. in respect of their indirect interests in HLT A23 Holdco LLC.
- F7HLT A23 Holdco LLC distributed 15,976 shares of Common Stock to BH Hotels, its sole member, which distributed such shares to Blackstone Real Estate Partners VI L.P. and other members, who distributed such shares to Blackstone Real Estate Associates VI L.P., their general partner, which distributed such shares to BREA VI L.L.C., its general partner, which distributed such shares to Blackstone Holdings III L.P., Jonathan D. Gray, Stephen A. Schwarzman and other members. HLT A23 Holdco LLC also distributed 4,369 shares of Common Stock to BH Hotels, its sole member, which distributed such shares to Blackstone Capital Partners V L.P. and another member, who distributed such shares to Blackstone Management Associates V L.L.C., their general partner, which distributed such shares to BMA V L.L.C., its sole member, which distributed such shares to Stephen A. Schwarzman and other members.
- F8Reflects shares of Common Stock held directly by HLT A23 Holdco LLC. HLT A23 Holdco LLC is a wholly-owned subsidiary of BH Hotels.
- F9Reflects shares of Common Stock held directly by HLT BREH VI Holdco LLC. HLT BREH VI Holdco LLC is a wholly-owned subsidiary of BH Hotels.