Sec Form 4 Filing - Tosi Laurence A @ Blackstone Group L.P. - 2014-02-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Tosi Laurence A
2. Issuer Name and Ticker or Trading Symbol
Blackstone Group L.P. [ BX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP, 345 PARK AVENUE, 43RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/11/2014
(Street)
NEW YORK, NY10154
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common units representing limited partner interests 02/11/2014 C( 2 ) 200,000 A $ 0 ( 2 ) 200,000 D
Common units representing limited partner interests 02/11/2014 S( 2 ) 114,100 D $ 31.58 ( 3 ) 85,900 D
Common units representing limited partner interests 02/12/2014 S( 2 ) 85,900 D $ 31.56 ( 4 ) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Blackstone Holdings partnership units ( 1 ) ( 1 ) 02/11/2014 C( 2 ) 200,000 ( 1 ) ( 1 ) Common units representing limited partnership interests 200,000 $ 0 1,068,225 D
Blackstone Holdings partnership units ( 1 ) ( 1 ) ( 1 ) ( 1 ) Common units representing limited partnership interests 225,000 225,000 I See footnote ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tosi Laurence A
C/O THE BLACKSTONE GROUP
345 PARK AVENUE, 43RD FLOOR
NEW YORK, NY10154
Chief Financial Officer
Signatures
Tabea Y. Hsi as Attorney-In-Fact 02/13/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )A "Blackstone Holdings partnership" unit collectively refers to one limited partner interest in each of Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., and Blackstone Holdings IV L.P. Subject to the minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Blackstone partnerships, the Reporting Person has the rights, exercisable from time to time, to exchange each Blackstone Holdings partnership unit for one common unit of The Blackstone Group L.P. The Blackstone Holdings partnership units have no expiration date and may not be exchanged at any time prior to December 31, 2014 other than pursuant to transactions or programs approved by Blackstone.
( 2 )Pursuant to an exchange agreement, the Reporting Person exchanged 200,000 Blackstone Holdings partnership units for an equal number of common units of The Blackstone Group L.P. and thereafter sold such 200,000 common units. The proceeds received from the sale of these units represent a portion of the amounts paid or payable for taxes upon prior vesting events of Blackstone Holdings partnership units granted to the Reporting Person in connection with the commencement of his employment with the firm and representing the buyout of managing partner shares of Merrill Lynch & Co. that he forfeited as a result of his departure from that firm.
( 3 )The price reported in Column 4 is a weighted average price. These units were sold in multiple transactions at prices ranging from $31.33 to $31.76, inclusive. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the issuer or a security holder of the issuer, full information regarding the number of units sold at each separate price for all transactions reported on this Form 4.
( 4 )The price reported in Column 4 is a weighted average price. These units were sold in multiple transactions at prices ranging from $31.28 to $31.87, inclusive.
( 5 )These units are held in a trust for the benefit of the Reporting Person's son, of which the Reporting Person is a trustee with investment control.

Remarks:
The Reporting Person disclaims beneficial ownership of the securities reported on this form except to the extent of his pecuniary interest.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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