SEC Form 4 · accession 0001585689-15-000022

Hilton Worldwide Holdings Inc. · HLT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — See Remarks · Director

Period of report

Feb 10, 2015

Accepted (ET)

Feb 12, 2015 · 5:41 pm EST

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 Stock^F1	Feb 10, 2015	A	45,884	$0.00	A	5,815,627	D
Common Stock^F2	holding	—	—		—	2,033,800	I	See Footnote

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F3	$27.46	Feb 10, 2015	A	150,178	A	—	Feb 10, 2025	Common Stock	150,178	150,178	D

F1Represents restricted stock units of the Issuer issued pursuant to the Issuer's 2013 Omnibus Incentive Plan, which vest in two equal annual installments beginning on February 10, 2016.
F2Includes shares of restricted stock. These 2,033,800 shares of common stock are held by Harwood Road LLC, a limited liability company. A revocable living trust, of which Mr. Nassetta is the trustee and a beneficiary, serves as the managing member of Harwood Road LLC. 99% of the economic interests in the limited liability company are held by a family trust for the benefit of Mr. Nassetta's children and the remaining 1% is held by the aforementioned living trust. The Reporting Person states that this filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any securities reported herein as indirectly held, and disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein.
F3The option vests in three equal annual installments beginning on February 10, 2016.

President and Chief Executive Officer