Sec Form 4 Filing - Jacobs Kevin J @ Hilton Worldwide Holdings Inc. - 2020-12-22

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 Jacobs Kevin J 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 7930 JONES BRANCH DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/22/2020 (Street) MCLEAN, VA22102 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 Stock 09/14/2020 G V 1,832 D $ 0 ( 1 ) 89,249 D Common Stock 12/22/2020 A 32,954 ( 2 ) A $ 0 122,203 D Common Stock 135,000 ( 3 ) I By GRAT

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 Jacobs Kevin J 7930 JONES BRANCH DRIVE MCLEAN, VA22102 See Remarks Signatures /s/ Kristin A. Campbell, Attorney-in-Fact 12/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents charitable donations that occurred on September 14, 2020. Because there were no market transactions, no price has been reported. ( 2 )Represents restricted stock units of the issuer issued pursuant to the Hilton 2017 Omnibus Incentive Plan following modification on December 22, 2020 of performance stock units issued in 2018 and 2019 and related certification by the issuer's compensation committee of such modified awards. Of this amount, 23,960 restricted stock units vest on December 31, 2020 and 8,994 vest on December 31, 2021. ( 3 )These shares were previously reported as directly beneficially owned but were contributed to a grantor retained annuity trust on December 30, 2019.

Remarks: Executive Vice President, Chief Financial Officer and President, Global Development

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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