Sec Form 4 Filing - Blackstone Real Estate Partners VI.A-ESH L.P. @ ESH Hospitality, Inc. - 2016-10-04

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
Blackstone Real Estate Partners VI.A-ESH L.P.
2. Issuer Name and Ticker or Trading Symbol
ESH Hospitality, Inc. [ NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP L.P., 345 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
10/04/2016
(Street)
NEW YORK, NY10154
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Paired Shares 10/04/2016 S 913,420 D $ 14.16 ( 1 ) 6,903,095 I See Footnotes ( 2 ) ( 3 ) ( 11 ) ( 12 ) ( 13 ) ( 14 )
Paired Shares 10/04/2016 S 925,524 D $ 14.16 ( 1 ) 6,994,557 I See Footnotes ( 2 ) ( 4 ) ( 11 ) ( 12 ) ( 13 ) ( 14 )
Paired Shares 10/04/2016 S 308,679 D $ 14.16 ( 1 ) 2,332,819 I See Footnotes ( 2 ) ( 5 ) ( 11 ) ( 12 ) ( 13 ) ( 14 )
Paired Shares 10/04/2016 S 6,224 D $ 14.16 ( 1 ) 47,049 I See Footnotes ( 2 ) ( 6 ) ( 11 ) ( 12 ) ( 13 ) ( 14 )
Paired Shares 10/04/2016 S 587,874 D $ 14.16 ( 1 ) 4,434,684 I See Footnotes ( 2 ) ( 7 ) ( 11 ) ( 12 ) ( 13 ) ( 14 )
Paired Shares 10/04/2016 S 1,263,748 D $ 14.16 ( 1 ) 9,533,172 I See Footnotes ( 2 ) ( 8 ) ( 11 ) ( 12 ) ( 13 ) ( 14 )
Paired Shares 10/04/2016 S 962,659 D $ 14.16 ( 1 ) 7,277,312 I See Footnotes ( 2 ) ( 9 ) ( 11 ) ( 12 ) ( 13 ) ( 14 )
Paired Shares 10/04/2016 S 15,206 D $ 14.16 ( 1 ) 114,708 I See Footnotes ( 2 ) ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Blackstone Real Estate Partners VI.A-ESH L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Real Estate Partners VI.B-ESH L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Real Estate Partners VI.C-ESH L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Real Estate Partners (AIV) VI-ESH L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Real Estate Partners VI.TE.1-ESH L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Real Estate Partners VI.TE.2-ESH L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Real Estate Partners VI.F-ESH L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Real Estate Holdings VI L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Signatures
BLACKSTONE REAL ESTATE PARTNERS VI.A-ESH L.P., By: Blackstone Real Estate Associates VI-ESH L.P., its General Partner, By: BREA VI-ESH L.L.C., its General Partner, By: /s/ Anthony W. Beovich, Name: Anthony W. Beovich, Title: Managing Director 10/06/2016
Signature of Reporting Person Date
BLACKSTONE REAL ESTATE PARTNERS VI.B-ESH L.P., By: Blackstone Real Estate Associates VI-ESH L.P., its General Partner, By: BREA VI-ESH L.L.C., its General Partner, By: /s/ Anthony W. Beovich, Name: Anthony W. Beovich, Title: Managing Director 10/06/2016
Signature of Reporting Person Date
BLACKSTONE REAL ESTATE PARTNERS VI.C-ESH L.P., By: Blackstone Real Estate Associates VI-ESH L.P., its General Partner, By: BREA VI-ESH L.L.C., its General Partner, By: /s/ Anthony W. Beovich, Name: Anthony W. Beovich, Title: Managing Director 10/06/2016
Signature of Reporting Person Date
BLACKSTONE REAL ESTATE PARTNERS (AIV) VI-ESH L.P., By: Blackstone Real Estate Associates VI-ESH L.P., its General Partner, By: BREA VI-ESH L.L.C., its General Partner, By: /s/ Anthony W. Beovich, Name: Anthony W. Beovich, Title: Managing Director 10/06/2016
Signature of Reporting Person Date
BLACKSTONE REAL ESTATE PARTNERS VI.TE.1-ESH L.P., By: Blackstone Real Estate Associates VI-ESH L.P., its General Partner, By: BREA VI-ESH L.L.C., its General Partner, By: /s/ Anthony W. Beovich, Name: Anthony W. Beovich, Title: Managing Director 10/06/2016
Signature of Reporting Person Date
BLACKSTONE REAL ESTATE PARTNERS VI.TE.2-ESH L.P., By: Blackstone Real Estate Associates VI-ESH L.P., its General Partner, By: BREA VI-ESH L.L.C., its General Partner, By: /s/ Anthony W. Beovich, Name: Anthony W. Beovich, Title: Managing Director 10/06/2016
Signature of Reporting Person Date
BLACKSTONE REAL ESTATE PARTNERS VI.F-ESH L.P., By: Blackstone Real Estate Associates VI-ESH L.P., its General Partner, By: BREA VI-ESH L.L.C., its General Partner, By: /s/ Anthony W. Beovich, Name: Anthony W. Beovich, Title: Managing Director 10/06/2016
Signature of Reporting Person Date
BLACKSTONE REAL ESTATE HOLDINGS VI L.P., By: BREP VI Side-by-Side GP L.L.C., its General Partner, By: /s/ Anthony W. Beovich, Name: Anthony W. Beovich, Title: Managing Director 10/06/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Paired Shares (as defined below) reported herein were sold in an underwritten public offering or directly to Extended Stay America, Inc. and ESH Hospitality, Inc. (together, the "Issuers"). The $14.16 per Paired Share price represents: (a) the $14.25 public offering price per Paired Share, less the underwriting discount of $0.09 per Paired Share, in the offering, and (b) the $14.16 per Paired Share sales price to the Issuers.
( 2 )Each Paired Share is comprised of one share of common stock, par value $0.01 per share, of Extended Stay America, Inc. and one share of Class B Common Stock, par value $0.01 per share, of ESH Hospitality, Inc., which shares are paired and traded as a single unit. A Form 4 reflecting the holdings of Paired Shares by the Reporting Persons shown on this Form 4 has been concurrently filed with respect to Extended Stay America, Inc. as issuer.
( 3 )These Paired Shares are directly held by Blackstone Real Estate Partners VI.A-ESH L.P.
( 4 )These Paired Shares are directly held by Blackstone Real Estate Partners VI.B-ESH L.P.
( 5 )These Paired Shares are directly held by Blackstone Real Estate Partners VI.C-ESH L.P.
( 6 )These Paired Shares are directly held by Blackstone Real Estate Partners (AIV) VI-ESH L.P.
( 7 )These Paired Shares are directly held by Blackstone Real Estate Partners VI.TE.1-ESH L.P.
( 8 )These Paired Shares are directly held by Blackstone Real Estate Partners VI.TE.2-ESH L.P.
( 9 )These Paired Shares are directly held by Blackstone Real Estate Partners VI.F-ESH L.P.
( 10 )These Paired Shares are directly held by Blackstone Real Estate Holdings VI L.P.
( 11 )The general partner of each of Blackstone Real Estate Partners VI.A-ESH L.P., Blackstone Real Estate Partners VI.B-ESH L.P., Blackstone Real Estate Partners VI.C-ESH L.P., Blackstone Real Estate Partners (AIV) VI-ESH L.P., Blackstone Real Estate Partners VI.TE.1-ESH L.P., Blackstone Real Estate Partners VI.TE.2-ESH L.P. and Blackstone Real Estate Partners VI.F-ESH L.P. (together with Blackstone Real Estate Holdings VI L.P., collectively, the "Partnerships") is Blackstone Real Estate Associates VI-ESH L.P. The general partner of Blackstone Real Estate Holdings VI L.P. is BREP VI Side-by-Side GP L.L.C. (Continued in footnote 12)
( 12 )The general partner of Blackstone Real Estate Associates VI-ESH L.P. is BREA VI-ESH L.L.C. The managing member of BREA VI-ESH L.L.C. and 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 managing 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. (Continued in footnote 13)
( 13 )Each of such Blackstone entities (other than the Partnerships to the extent of their direct holdings) and Mr. Schwarzman may be deemed to beneficially own the Paired Shares beneficially owned by the Partnerships directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
( 14 )Due to the limitations of the Securities and Exchange Commission's EDGAR system, Blackstone Real Estate Associates VI-ESH L.P., BREP VI Side-by-Side GP L.L.C., BREA VI-ESH L.L.C., Blackstone Holdings III L.P., Blackstone Holdings III GP L.P., Blackstone Holdings III GP Management L.L.C., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman have filed a separate Form 4.

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