Sec Form 4 Filing - HNA Tourism Group Co., Ltd. @ Hilton Worldwide Holdings Inc. - 2018-04-13

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
HNA Tourism Group Co., Ltd.
2. Issuer Name and Ticker or Trading Symbol
Hilton Worldwide Holdings Inc. [ HLT]
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)
HNA BUILDING, NO. 7, GUOXING ROAD
3. Date of Earliest Transaction (MM/DD/YY)
04/13/2018
(Street)
HAIKOU, F4570203
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
Common Stock, par value $0.01 per share 04/13/2018 S 66,000,000 D $ 73 16,500,000 I ( 1 ) See Explanation ( 1 )
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
HNA Tourism Group Co., Ltd.
HNA BUILDING, NO. 7
GUOXING ROAD
HAIKOU, F4570203
X
HNA Group Co., Ltd.
HNA BUILDING, NO. 7
GUOXING ROAD
HAIKOU, F4570203
X
HNA Tourism (HK) Group Co., Ltd.
HNA BUILDING, NO. 7
GUOXING ROAD
HAIKOU, F4570203
X
HNA HLT Holdco III Ltd
HNA BUILDING, NO. 7
GUOXING ROAD
HAIKOU, F4570203
X
HNA HLT Holdco II LLC
HNA BUILDING, NO. 7
GUOXING ROAD
HAIKOU, F4570203
X
HNA HLT Holdco I LLC
HNA BUILDING, NO. 7
GUOXING ROAD
HAIKOU, F4570203
X
Signatures
/s/ TIAN Jianjun 04/13/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects shares of common stock directly owned by HNA HLT Holdco I LLC ("SPV I") and indirectly owned by HNA HLT Holdco II LLC ("SPV II"), HNA HLT Holdco III Limited ("SPV III"), HNA Tourism (HK) Group Co., Ltd. ("HNA Tourism HK"), HNA Tourism Group Co., Ltd.("HNA Tourism") and HNA Group Co., Ltd. ("HNA Group"). SPV I is a wholly-owned subsidiary of SPV II. 100% of the voting interests of SPV II are controlled by SPV III. SPV III is a wholly owned subsidiary of HNA Tourism HK. HNA Tourism HK is a wholly-owned subsidiary of HNATourism. HNA Tourism is a majority-owned subsidiary of HNA Group.

Remarks:
Exhibit 99.1 - Joint Filer Information, incorporated herein by reference.

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